Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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Zones, Inc - Recent Material EventOn
December 31, 2008, the Company notified The NASDAQ Stock Market (“Nasdaq”) of
the effectiveness of the Merger. In connection therewith, the Company informed
Nasdaq that each outstanding share of the Company’s common stock (other than
shares held by the Continuing Shareholders and dissenting shareholders) was
automatically converted into the right to receive $7.00 in cash, without
interest and less any applicable withholding taxes (the “Merger Consideration”),
and requested that Nasdaq file with the Securities and Exchange Commission an
application on Form 25 to report that shares of the Company’s common stock
are no longer listed on the NASDAQ Global Market.
In
connection with the consummation of the Merger, each share of the Company’s
common stock issued and outstanding immediately prior to the effective time of
the Merger (other than shares held by the Continuing Shareholders and dissenting
shareholders) was converted into the right to receive the Merger Consideration.
Upon the effective time of the Merger, the Company’s shareholders (other than
the Continuing Shareholders) immediately prior to the effective time of the
Merger ceased to have any rights as shareholders in the Company (other than
their right to receive the Merger Consideration).
On
December 31, 2008, the Company issued a press release announcing the completion
of the Merger. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
(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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