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EX-99.1 - PRESS RELEASE - ATC Technology CORP | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2010
ATC Technology Corporation
(Exact name of registrant as specified in its charter)
Delaware | 0-21803 | 95-4486486 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1400 Opus Place, Suite 600 Downers Grove, IL |
60515 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (630) 271-8100
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On September 10, 2010, ATC Technology Corporation (ATC) announced the date of the special meeting for ATCs stockholders to vote on GENCO Distribution System Inc.s proposed merger with ATC.
A copy of the press release is being furnished pursuant to Item 8.01 of Form 8-K and is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This document and the exhibit attached herewith contain various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed acquisition of ATC by GENCO and the risks and uncertainties related to the occurrence of future events. These forward-looking statements are based on managements current expectations, assumptions, estimates and projections about the current economic environment, ATC and its industry. Certain factors that could cause actual events not to occur as expressed in the forward-looking statements include, but are not limited to, (i) the failure to obtain the necessary approval by ATCs stockholders, (ii) the failure, under certain circumstances, of GENCO to meet the conditions set forth in its equity and debt financing documents and (iii) the satisfaction of various other closing conditions contained in the definitive merger agreement. Other potential risks and uncertainties are discussed in ATCs reports and other documents filed with the SEC from time to time. ATC assumes no obligation to update the forward-looking information. Such forward-looking statements are based upon many estimates and assumptions and are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of ATCs management. Inclusion of such forward-looking statements herein should not be regarded as a representation by ATC that the statements will prove to be correct.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed acquisition by GENCO, ATC has filed a preliminary proxy statement and other relevant documents concerning the transaction with the SEC. STOCKHOLDERS OF ATC ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Investors and security holders can obtain free copies of the proxy statement and other documents filed with the SEC by ATC through the web site maintained by the SEC at www.sec.gov. Free copies of the proxy statement and ATCs other filings with the SEC also may be obtained from ATC. Free copies of ATCs filings may be obtained by directing a request to the Investor Relations Department at ATCs website at www.goatc.com.
ATC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from ATCs stockholders with respect to the transactions contemplated by the definitive agreement between GENCO and ATC. Information regarding ATCs directors and executive officers is contained in ATCs Annual Report on Form 10-K for the year ended December 31, 2009 and its definitive proxy statement filed with the SEC on April 28, 2010, as amended, for its 2010 Annual Meeting of Stockholders, which are filed with the SEC. You can obtain free copies of these documents from ATC using the contact information set forth above. Additional information regarding interests of such participants is included in the proxy statement filed with the SEC on August 23, 2010 and available free of charge as indicated above.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Reference | |
99.1 | Press Release issued by ATC on September 10, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ATC TECHNOLOGY CORPORATION Registrant | ||||
September 10, 2010 | /S/ JOSEPH SALAMUNOVICH | |||
Joseph Salamunovich Vice President |
EXHIBIT INDEX
Exhibit |
Reference | |
99.1 | Press Release issued by ATC on September 10, 2010. |