Item 8.01. |
Other Events. |
Zones, Inc - Recent Material EventShareholder Approval of Merger
On December 19, 2008, the shareholders of Zones, Inc. (the “Company”) voted to approve the merger of Zones Acquisition Corp. (“ZAC”), a Washington corporation wholly owned by Firoz Lalji (the Company’s Chief Executive Officer, Chairman of the Board and majority shareholder), with and into the Company, with the Company
continuing as the surviving corporation, and to approve and adopt the Agreement and Plan of Merger, dated as of July 30, 2008 and amended as of November 17, 2008 (the “Merger Agreement”), between the Company and ZAC, and the other transactions contemplated thereby. The proposal was approved by (i) the vote of holders of a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting and (ii) the vote of holders of a majority of the number of
shares of the Company’s common stock present in person or by proxy and voting at the special meeting (other than shares held by, or in custodial accounts for, the continuing shareholders).
The transaction is expected to close on December 31, 2008, and remains subject to the satisfaction of customary closing conditions. Although the transaction is not subject to a financing condition, there can be no assurance that the anticipated equity and debt financing necessary to complete the transaction will be available to
fund the merger consideration. A copy of a press release announcing the shareholder approval is filed as Exhibit 99.1 to this current report and is incorporated herein by reference.
Remainder Payment Guarantee
On December 19, 2008, in connection with the Merger Agreement, Mr. Lalji entered into a Remainder Payment Guarantee (the “Guarantee”) in favor of the shareholder’s representative as agent for the shareholders who will receive the merger consideration. Pursuant to the Merger Agreement, approximately $35.0 million of the merger
consideration will be deposited with the paying agent prior to closing of the merger, which is expected to occur on December 31, 2008. The remaining approximately $16.0 million of merger consideration is expected to be deposited with the paying agent on January 2, 2009 using funds from a GE Capital credit facility and other sources that are available to the surviving company. Pursuant to the Guarantee, Mr. Lalji has personally guaranteed the funding of the final approximately $16.0 million of merger consideration
on January 2, 2009 if it is not otherwise funded in a timely manner.
(d) Exhibits:
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.
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