SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 7, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
||(Commission File Number)
825 University Avenue
Norwood, MA 02062
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
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
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously reported, on April 7, 2017, Xcerra Corporation (the Company) entered into an Agreement and Plan of Merger with
Unic Capital Management Co., Ltd. (Unic Capital) and China Integrated Circuit Industry Investment Fund Co., Ltd., as joined by Unic Acquisition Corporation (Merger Sub) (as it may be amended from time to time, the
Merger Agreement), providing for the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger. Unic Capital subsequently assigned all of its rights under the Merger Agreement to Hubei
Xinyan Equity Investment Partnership (Limited Partnership) (Parent) on August 4, 2017.
Under the terms of the Merger
Agreement, under certain specified conditions, either the Company or Parent may terminate the Merger Agreement if the Merger has not been completed on or before December 7, 2017 (the Initial Termination Date), which such Initial
Termination Date is subject to extension by either party to March 7, 2018 if certain U.S. and foreign antitrust and regulatory approvals have not been obtained by the Initial Termination Date.
On December 7, 2017, in accordance with the terms of the Merger Agreement, each of Parent and the Company elected to extend the Initial
Termination Date to March 7, 2018 to allow for the satisfaction of the remaining closing conditions under the Merger Agreement, including the receipt of certain U.S. and foreign antitrust and regulatory approvals. No other provisions of the
Merger Agreement were otherwise amended or waived, and the Merger Agreement remains in full force and effect.
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.
Date: December 7, 2017
/s/ David G. Tacelli
||David G. Tacelli|
||President and Chief Executive Officer|