- Current report filing (8-K)
15 Junio 2009 - 3:50PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
report: June 14, 2009
(Date of
earliest event reported)
CAVALIER
HOMES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
1-9792
(Commission
File Number)
|
63-0949734
(IRS
Employer Identification No.)
|
|
32
Wilson Boulevard 100
Addison,
Alabama
(Address
of Principal Executive Offices)
|
|
35540
(Zip
Code)
|
(256)
747-9800
(Registrant’s
Telephone Number, Including Area 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 (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
þ
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
1.01 Entry into a Material Definitive Agreement
On June
14, 2009, Cavalier Homes, Inc. (“
Company
”), Southern
Energy Homes, Inc. (“
Southern Energy
”) and
T Merger Sub, Inc. (“
Merger Sub
”), a
wholly-owned subsidiary of Southern Energy, entered into an Agreement and Plan
of Merger (the “
Merger
Agreement
”). Pursuant to the Merger Agreement, Merger Sub shall be merged
with and into the Company, with the Company surviving as a wholly owned
subsidiary of Southern Energy.
Upon
consummation of the merger, each outstanding share of the Company’s common
stock, par value $0.10 per share (the “
Common Stock
”), other
than shares of Common Stock owned by the Company as treasury stock, owned by any
subsidiary of the Company or owned by Southern Energy, Merger Sub or any other
wholly owned subsidiary of Southern Energy, and other than those shares with
respect to which appraisal rights are properly exercised, will be converted into
the right to receive $2.75 in cash, without interest.
Further,
all options to purchase shares of Common Stock granted under the Company’s
benefit plans will be cancelled by the Company. In consideration for such
cancellation, each holder of such stock options will be entitled to receive,
immediately prior to the merger, a cash payment from the Company in an amount
equal to the product of (x) the number of shares of Common Stock subject to such
stock option (whether or not vested at the time of such cancellation) and (y)
the excess, if any, of the dollar value of the merger consideration over the
exercise price per share of Common Stock subject to such stock option, reduced
by any income or employment tax required to be withheld with respect to such
payment.
The
Merger Agreement contains representations, warranties and covenants of the
Company, including, among others, covenants (i) to conduct its business in the
ordinary course during the period between the execution of the Merger Agreement
and the consummation of the merger and (ii) not to engage in certain kinds of
transactions during such period. The Company’s representations and warranties
expire upon consummation of the merger. The board of directors of the Company
has adopted a resolution recommending the approval and adoption of the Merger
Agreement by its stockholders, and the Company has agreed to hold a stockholder
meeting to put these matters before its stockholders for their consideration.
The Company has also agreed not to (i) solicit proposals relating to a takeover
proposal or (ii) subject to certain exemptions, enter into discussions or
negotiations or provide confidential information in connection with a takeover
proposal.
Consummation
of the merger is subject to various conditions, including (i) requisite approval
by the Company’s stockholders, (ii) the absence of any law or order prohibiting
the closing, and (iii) receipt of government consents. In addition, each party’s
obligation to consummate the merger is subject to certain other conditions,
including (i) the accuracy of the representations and warranties of the other
party and (ii) compliance of the other party with its covenants in all material
respects.
The
Merger Agreement also contains certain termination rights for both the Company
and Southern Energy, and provides that, in certain circumstances, the Company
would be required to pay Southern Energy a termination fee equal to three
percent (3%) of the merger consideration.
The
Merger Agreement is attached hereto as Exhibit 10.1 and incorporated into this
Item 1.01 by reference. The foregoing summary description of the Merger
Agreement is qualified in its entirety by reference to the Merger
Agreement.
Additional
Information About This Transaction
The
Merger Agreement will be submitted to the Company’s stockholders for their
consideration. The Company intends to file with the Securities and Exchange
Commission (the “
SEC
”) a proxy
statement and other relevant documents concerning the merger. The proxy
statement will be mailed to the Company’s stockholders. Stockholders are urged
to read the proxy statement regarding the merger when it becomes available and
any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important information.
You will be able to obtain a free copy of the proxy statement, as well as other
filings containing information about the Company, at the SEC’s website (
http://www.sec.gov
).
You will also be able
to obtain
these documents, free of charge, by accessing the Company’s website (
http://www.cavhomesinc.com
),
or by contacting the Company via telephone at (256) 747-9800.
The
Company, its directors, executive officers and other members of its management
and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in favor of the proposed merger.
Information concerning the Company’s participants and their respective interests
in the proposed merger will be available in the proxy statement and in the
Company’s proxy statement previously filed with the SEC on April 7,
2009.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On
June 14, 2009, the Company entered into a Change in Control/Severance Agreement
(the “
Severance
Agreement
”) with Michael R. Murphy, the Company’s Chief Financial
Officer. The Severance Agreement provides that if there is a change in control
and Mr. Murphy’s employment is terminated by the Company other than for “Cause”
or by Mr. Murphy without “Good Reason,” in each case within 12 months after such
a change in control, he will be entitled to (i) a lump sum severance payment
equal to his then annual base salary (but in no event less than his current
annual base salary of $210,000), reduced by the aggregate amount paid as base
salary to Mr. Murphy following a change in control, and (ii) continued medical
and dental health insurance benefits for one year following the termination,
with the Company continuing to bear the employer’s share of the cost of such
benefits. Additionally, if Mr. Murphy is retained in some capacity following a
change in control at a reduced base salary, Mr. Murphy will be entitled to the
difference between his current base salary and any reduction in salary for a
period of one year, to be paid in monthly installments.
The
foregoing summary is qualified by reference to the text of the Severance
Agreement, which is attached hereto as Exhibit 10.2 and incorporated by
reference herein.
Item
9.01 Financial Statements and Exhibits
|
|
10.1
|
Agreement
and Plan of Merger, dated as of June 14, 2009, by and among Cavalier
Homes, Inc., Southern Energy Homes, Inc., and T Merger Sub,
Inc.
|
|
|
10.2
|
Change
in Control/Severance Agreement dated June 14, 2009, by and between
Cavalier Homes, Inc. and Michael R.
Murphy
|
|
|
99.1
|
Cavalier
Homes, Inc.’s press release dated June 15,
2009.
|
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.
|
|
CAVALIER
HOMES, INC.
(Registrant)
|
|
Date: June
15, 2009
|
By:
|
/s/
MICHAEL R. MURPHY
|
|
|
|
Michael
R. Murphy
Chief
Financial Officer
|
Cavalier Homes (AMEX:CAV)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Cavalier Homes (AMEX:CAV)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
