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 7, 2016
American Science and Engineering, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts |
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1-6549 |
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04-2240991 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
829 Middlesex Turnpike |
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01821 |
(Address of principal executive offices) |
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(Zip Code) |
(978) 262-8700
(Registrants telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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))
Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K filed on June 21, 2016 by American Science and Engineering, Inc. (the Company), on June 20, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with OSI Systems, Inc. (OSI) and its wholly owned subsidiary, Apple Merger Sub, Inc. (Merger Sub), providing for the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of OSI, subject to the terms and conditions set forth in the Merger Agreement.
On September 7, 2016, the Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act) applicable to the Merger, effective immediately. The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The Company anticipates closing the Merger on September 9, 2016, subject to the satisfaction of the remaining closing conditions.
Forward-Looking Statements
Statements in this document concerning the Merger, the ability to consummate the Merger, the expected benefits of the Merger and synergies that may be achieved in the Merger may constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 (the Reform Act). Forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of terms such as believes, anticipates, plans, expects, intends, may, should, estimates or other similar expressions. Actual results might differ materially from those projected in any forward-looking statements. Factors which might cause actual results or events to differ materially from those projected in the forward-looking statements contained herein include the following: uncertainties regarding the timing of the closing of the Merger; the possibility that various closing conditions to the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Merger; that there is a material adverse change to the Company; the interference with business resulting from distraction of the Companys employees; the integration of the Companys business into OSI is not as successful as expected; the failure to realize anticipated synergies and cost savings; other business effects, including reductions, delays or cancellations of orders; disruption in the supply of any source component incorporated into Companys products; the Companys ability to protect and enforce its intellectual property; potential product liability claims against the Company; global political and economic trends and events which affect public perception of the threat presented by drugs, explosives and other contraband and influence the spending of governments and private organizations; future reductions in federal funding; the potential insufficiency of Company resources, including human resources, capital, plant and equipment and management systems, to accommodate any future growth; technical problems and other delays that could impact new product development and the Companys ability to implement changes in technology and customer requirements; competitive pressures; the impact of lengthy sales cycles and customer delays both in United States government procurement and procurement abroad on the Companys cash flows; changes in U.S. or foreign regulations that affect the use or export of our products; general economic conditions, and other factors discussed in the Risk Factors section of the Companys periodic reports and registration statements filed with the Securities and Exchange Commission, including the Companys most recent annual report on Form 10-K and quarterly report on Form 10-Q. These forward-looking statements speak only as of the date of this filing, and the Company expressly disclaims any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
September 7, 2016 |
AMERICAN SCIENCE AND | |
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By: |
/s/ Michael J. Muscatello |
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Michael J. Muscatello |
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Vice President, General Counsel, and Secretary |