Attached files
| file | filename |
|---|---|
| EX-10.1 - SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER - Nano Magic Holdings Inc. | appliednano_8k-ex1001.htm |
| EX-99.1 - PRESS RELEASE - Nano Magic Holdings Inc. | appliednano_8k-ex9901.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: July 7, 2014
Commission file number 001-11602
APPLIED NANOTECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Texas | 76-0273345 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758 | ||
|
(Address of principal executive offices) (Zip Code)
| ||
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) |
| x | 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 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On July 2, 2014, Applied Nanotech Holdings, Inc., a Texas corporation (the “Company”), together with its wholly owned direct subsidiaries PEN INC, a Delaware corporation and NanoMerger Sub Inc., a Delaware corporation entered into a Second Amendment to Agreement and Plan of Merger and Exchange (the “Second Amendment to Merger Agreement”) with NanoHolding Inc. and Carl Zeiss, Inc. The Second Amendment to Merger Agreement changed Section 14.1 to extend the termination date from July 31, 2014 to September 3, 2014. The Second Amendment to Merger Agreement is included with this report.
Item 7.01 Regulation FD Disclosure.
On July 7, we issued a joint press release with Nanofilm Ltd. about the timing for mailing of definitive proxy materials and for a shareholders meeting to be held in Dallas Texas on August 22, 2014 for our shareholders to vote on our proposed business combination. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Second Amendment to Agreement and Plan of Merger and Exchange dated July 2, 2014
99.1 Joint Press Release of Applied Nanotech Holdings, Inc. and Nanofilm, Ltd. dated July 7, 2014 (furnished herewith).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the merger of APNT and Nanofilm discussed in this Form 8-K, we will be filing a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”). OUR SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by contacting our Investor Relations Department, 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758 (Telephone: (512) 339-5020). In addition, documents we filed with the SEC are available free of charge at the SEC’s web site at http://www.sec.gov and at our website www.appliednanotech.net under “Investor Information - SEC Filings.”
Our company and our directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger discussed in this Form 8-K. Information regarding our directors and executive officers is available in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 25, 2014, and the proxy statement and other relevant materials to be filed with the SEC in connection with these matters. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
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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 hereunto duly authorized.
| Applied Nanotech Holdings, Inc. | |||
| Date: July 7, 2014 | By: | /s/ Jacque Soptick | |
| Jacque Soptick, Chief Accounting Officer |
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