SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2011
RC2 CORPORATION
Delaware
0-22635 |
36-4088307 |
|
1111 West 22nd Street | ||
Suite 320 | ||
Oak Brook, Illinois |
60523 |
630-573-7200
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 (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introduction and Background
On March 10, 2011, RC2 Corporation, a Delaware corporation (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Tomy Company, Ltd., a company organized
under the laws of Japan (Parent), and Galaxy Dream Corporation, a Delaware corporation (the
Purchaser). Pursuant to the Merger Agreement, upon the terms and subject to the conditions
thereof, the Purchaser commenced a tender offer (the Offer) on March 24, 2011 to acquire all of
the outstanding shares of common stock of the Company, $0.01 par value per share (the Shares), at
a purchase price of $27.90 per Share, net to the seller in cash, without interest thereon and less
any applicable withholding taxes (the Offer Price).
On April 21, 2011, Parent announced the expiration of the initial offering period, which
expired at 12:00 midnight, New York City time, at the end of April 20, 2011 (the Initial Offering
Period). A subsequent offering period commenced on April 21, 2011 and expired at 12:00 midnight,
New York City time, at the end of April 25, 2011, which has been extended to expire at 5:00 p.m.,
New York City time, on April 27, 2011 (as extended, the Subsequent Offering Period).
Section 5 Corporate Governance and Management
Item 5.01 | Changes in Control of Registrant |
Parent and the Purchaser have advised the Company that, based on information from
Computershare Trust Company, N.A., the depositary for the Offer, as of the expiration of the
Initial Offering Period at 12:00 Midnight, New York City time, at the end of Wednesday, April 20,
2011, an aggregate of 19,357,708 Shares (including approximately 719,638 Shares subject to
guarantees of delivery) were validly tendered and not withdrawn, representing approximately 89.4%
of the total outstanding Shares. All Shares that were validly tendered and not validly withdrawn
have been accepted for purchase by the Purchaser in accordance with the terms of the Offer and
payment for such Shares has been or will be promptly made at the Offer Price.
In order to finance the Offer, the Purchaser used funds received from Parent, which included
proceeds of a Close and Sell Type Commitment Type Syndicated Loan Agreement, dated March 31, 2011
(the Loan Agreement), among Parent, as borrower, the Company, as subsidiary borrower, the tranche
A lenders party thereto, the tranche B lenders party thereto and Sumitomo Mitsui Banking
Corporation, as agent. The Loan Agreement is described more fully in the Schedule TO-T/A filed by
the Purchaser with the Securities and Exchange Commission
(SEC) on April 8, 2011.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Pursuant to the Merger Agreement, on April 21, 2011, each of John J. Vosicky, Paul E. Purcell,
Thomas M. Collinger, Linda A. Huett and Joan K. Chow resigned as directors of the Company, and
Kantaro Tomiyama, Masayuki Nagatake and Isamu Takahashi became directors of the Company.
Information about Mr. Tomiyama,
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Mr. Nagatake and Mr. Takahashi has been previously disclosed in the
Companys Information Statement contained
in its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 24,
2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RC2 Corporation has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RC2 CORPORATION | ||||
Date: April 27, 2011 | ||||
BY | /s/ Peter A. Nicholson | |||
Peter A. Nicholson, | ||||
Chief Financial Officer | ||||
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