UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No, 3)
ARC
DOCUMENT SOLUTIONS, INC. |
| (Name
of Issuer) |
| |
Common
Stock, par value $0.001 per share |
| (Title
of Class of Securities) |
| |
00191G103 |
| (CUSIP
Number) |
Kumarakulasingam
Suriyakumar
Suriyakumar
Family Trust
Shiyulli
Suriyakumar 2013 Irrevocable Trust
Seiyonne
Suriyakumar 2013 Irrevocable Trust
Dilantha
Wijesuriya
Jorge
Avalos
Rahul
Roy
Sujeewa
Sean Pathiratne
TechPrint
Holdings, LLC
Copies
to:
Mitchell
S. Nussbaum, Esq.
Angela
M. Dowd, Esq,.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
(212)
407-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September
10, 2024 |
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.
Note:
Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
| |
|
| |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however see the Notes). |
(Continued
on following pages)
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
KUMARAKULASINGAM
SURIYAKUMAR |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
BK,
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
2,055,576 |
| 8 |
SHARED
VOTING POWER
2,732,171 |
| 9 |
SOLE
DISPOSITIVE POWER
2,055,576 |
| 10 |
SHARED
DISPOSITIVE POWER
6,417,446 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,473,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of common stock, par value $0.001 per share (the “Common Stock”) of ARC Document Solutions,
Inc. (“Issuer” or the “Company”) issued and outstanding as of July 26, 2024, the Reporting Person beneficially
owns approximately 19.6% of the issued and outstanding Common Stock of the Issuer. Does not include certain shares of Common Stock
that the Reporting Person may be deemed to beneficially own pursuant to his membership in a Rule 13d-5 group but does include (i)
1,732,171 shares of Common Stock held by the Suriyakumar Family Trust, for which the Reporting Person and his spouse, share voting
and dispositive power (ii) an additional 1,000,000 shares of Common Stock that the Reporting Person may be deemed to beneficially
own that are held by the Shiyulli Suriyakumar 2013 Irrevocable Trust and the Seiyonne Suriyakumar 2013 Irrevocable Trust which trusts
were established by the Reporting Person for estate planning purposes, but as to which the Reporting Person disclaims beneficial
ownership except to the extent of his pecuniary interest therein and (iii) an additional 3,685,275 shares of Common Stock that the
Reporting Person may be deemed to beneficially own by virtue of the Rollover Agreement (as defined herein) that are held by the other
Rollover Stockholders (as defined herein) by virtue of his role as Manager of TechPrint Holdings, LLC. See Items 3 and 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
SURIYAKUMAR
FAMILY TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
1,732,171 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
1,732,171 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,171 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
4.0% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar and his spouse, as trustees of the Reporting Person,
share voting and dispositive power over these shares. Does not include certain shares of Common Stock that the Reporting Person may
be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
SHIYULLI
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
500,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
500,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.2% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar shares voting and dispositive power over these shares.
Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant to its membership
in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
SEIYONNE
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
500,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
500,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.2% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar shares voting and dispositive power over these shares.
Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant to its membership
in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
DILANTHA
WIJESURIYA |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
1,149,038 |
| 8 |
SHARED
VOTING POWER
647,771 |
| 9 |
SOLE
DISPOSITIVE POWER
1,149,038 |
| 10 |
SHARED
DISPOSITIVE POWER
647,771 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,796,809 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
4.2% of the issued and outstanding Common Stock of the Issuer. Includes 971,156 shares of Common Stock issuable upon exercise of
outstanding stock options exercisable within 60 days of the date of this report, and 647,771 shares held by the Wijesuriya Family
Trust. Mr. Wijesuriya and his spouse, as trustees of the Wijesuriya Family Trust share voting and dispositive power over the shares
held by the trust. Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant
to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
JORGE
AVALOS |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
737,025 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
737,025 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
737,025 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.7% of the issued and outstanding Common Stock of the Issuer. Includes 183,678 shares of Common Stock issuable upon exercise of
outstanding stock options exercisable within 60 days of the date of this report. .Does not include certain shares of Common Stock
that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
RAHUL
ROY |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
708,167 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
708,167 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,167 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.6t% of the issued and outstanding Common Stock of the Issuer. Includes 240,666 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of this report. .Does not include certain shares of Common Stock that the Reporting Person may
be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
SUJEEWA
SEAN PATHIRATNE |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
443,274 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
443,274 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,274 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.0% of the issued and outstanding Common Stock of the Issuer. Does not include certain shares of Common Stock that the Reporting
Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 00191G 10 3
| 1 |
NAME
OF REPORTING PERSON
TECHPRINT
HOLDINGS, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
BK,
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,473,042 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,473,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%* |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| * |
Based on the 43,249,749 shares
of Common Stock issued and outstanding as of July 26, 2024 and by virtue of the Rollover Agreement (as defined herein), the Reporting
Person beneficially owns approximately 19.6% of the issued and outstanding Common Stock of the Issuer.See Items 3 and 5. |
CUSIP
No. 00191G 10 3
Introductory
Note
This
Amendment No.3 (this “Amendment No.3”) to statement on Schedule 13D, is filed with respect to shares of Common Stock of the
Issuer on behalf of the group that may be deemed to be formed under Rule 13d-5 consisting of (i) Mr. Kumarakulasingam Suriyakumar (“Mr.
Suriyakumar” or the “Founder”), director, chairman and chief executive officer of the Issuer; (ii) the Suriyakumar
Family Trust (the “Family Trust”), by and through Mr. Suriyakumar as trustee; (iii) the Shiyulli Suriyakumar 2013 Irrevocable
Trust (the “Shiyulli Trust”), by and through Ms. Shiyulli Suriyakumar (“Ms. Suriyakumar”) as trustee; (iv) the
Seiyonne Suriyakumar 2013 Irrevocable Trust (the “Seiyonne Trust”), by and through Mr. Seiyonne Suriyakumar (“Mr. Seiyonne
Suriyakumar”) as trustee; (v) Mr. Dilantha Wijesuriya, Chief Operating Officer of the Issuer (“Mr. Wijesuriya”); (vi)
Mr. Jorge Avalos, Chief Financial Officer of the Issuer (“Mr. Avalos”); (vii) Mr. Rahul Roy, Chief Technical Officer of the
Issuer (“Mr. Roy”); (viii) Mr. Sujeewa Sean Pathiratne, a private investor (“Mr. Pathiratne”) and (ix) TechPrint
Holdings, Inc., a Delaware limited liability company (“TechPrint” or the “Acquirer” and collectively with Mr.
Suriyakumar, the Family Trust, the Shiyulli Trust, the Seiyonne Trust, Mr. Wijesuriya, Mr. Avalos, Mr. Roy and Mr. Pathiratne, the “
Reporting Persons”).
This
Amendment No. 3 amends and supplements the Schedule 13D, with respect to the Issuer filed by the Reporting Persons with the Securities
and Exchange Commission (as amended and supplemented to date, the “Schedule 13D”). Except as provided herein, this Schedule
13D does not modify any of the information previously reported on the Schedule 13D.
Item
3 Source and Amount of Funds or Other Consideration
The
information set forth in this Item 4 shall be deemed to supplement Item 3 of the Schedule 13D/A filed by the Reporting Persons on August
29, 2024.
On
September 10, 2024, (i) the Acquirer (ii) TechPrint Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquirer
(“Merger Sub”) and (iii) the Company entered into Amendment No. 1 (the “Merger Agreement Amendment”) to the agreement
and plan of merger, dated as of August 27, 2024 (the “Original Merger Agreement” and collectively with the Merger Agreement
Amendment, the “Merger Agreement”), by and among the Acquirer, Merger Sub and the Company. The Merger Agreement Amendment
clarifies and ensures the Intended Tax Treatment (as such term is defined in the Merger Agreement) with respect to the contribution by
the Rollover Stockholders (as defined below) of their shares of Common Stock (including shares received with respect to In-the-Money
Company Options and Company RSAs) (as such terms are defined in the Merger Agreement) to the Acquirer in exchange for equity interests
in Acquirer. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement Amendment,
a copy of which has been filed as Exhibit 7.01 to this Amendment No. 3, and is incorporated herein by reference in its entirety as Exhibit
7.01.
On
September 10 2024, concurrently with the execution and delivery of the Merger Agreement Amendment, the Acquirer and each of (i) Mr. Suriyakumar;
(ii) the Family Trust; (iii) the Shiyulli Trust; (iv) the Seiyonne Trust; (v) Mr. Wijesuriya; (vi) Mr. Avalos; (vii) Mr. Roy and (viii)
Mr. Pathiratne (collectively, the “Rollover Stockholders”) entered into Amendment No.1 (the “Rollover Agreement Amendment”)
to the Rollover Agreement dated August 27, 2024 by and among the Acquirer and the Rollover Stockholders (the “Original Rollover
Agreement” and collectively with the Rollover Agreement Amendment, the “Rollover Agreement”). The Rollover Agreement
Amendment amends certain provisions of the Original Rollover Agreement with respect to certain procedural and tax matters related to
the contribution by the Rollover Stockholder to Acquirer immediately prior to the Effective Time (as such term is defined in the Rollover
Agreement) of shares of Common Stock of the Company held by the Rollover Stockholders. The information disclosed in this paragraph is
qualified in its entirety by reference to the Rollover Agreement Amendment, a copy of which has been filed as Exhibit 7.02 to this Amendment
No. 3, and is incorporated herein by reference in its entirety as Exhibit 7.02.
Item
4. Purpose of Transaction.
The
information set forth in this Item 4 shall be deemed to supplement Item 4 of the Schedule 13D/A filed by the Reporting Persons on August
29, 2024.
On
September 10, 2024, concurrently with the execution of the Merger Agreement Amendment and the Rollover Agreement Amendment, the Company,
the Acquirer and the Rollover Stockholders entered into Amendment No. 1 (the “Voting Agreement Amendment”) to the Voting
Agreement dated as of August 27, 2024 by and among the Company, the Acquirer and the Rollover Stockholders (the “Original Voting
Agreement” and , collectively with the Voting Agreement Amendment, the “Voting Agreement”). The Voting Agreement Amendment
amends the Original Voting Agreement to update Schedule A thereto and to clarify that Company RSAs (as defined therein) owned by the
Rollover Stockholders are intended to be subject to the Voting Agreement and other covenants included therein. The information disclosed
in this paragraph is qualified in its entirety by reference to the Voting Agreement Amendment, a copy of which has been filed as Exhibit
7.03 to this Amendment No. 3, and is incorporated herein by reference in its entirety as Exhibit 7.03.
The
information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.
Item
6 Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company.
On
September 10, 2024, the Acquirer, Merger Sub and the Company entered into the Merger Agreement Amendment. The description of the Merger
Agreement Amendment in Item 3 is incorporated herein by reference. On September 10, 2024, concurrently with the execution of the Merger
Agreement Amendment: the Rollover Stockholders and the Acquirer entered into the Rollover Agreement Amendment. The description of the
Rollover Agreement Amendment in Item 3 is incorporated herein by reference. On September 10, 2024, concurrently with the execution of
the Merger Agreement Amendment and the Rollover Agreement Amendment, the Rollover Stockholders, the Acquirer and the Company entered
into the Voting Agreement Amendment. The description of the Voting Agreement Amendment in Item 4 is incorporated herein by reference.
The
summaries of the provisions of each of the agreements referenced in this statement on Schedule 13D are not intended to be complete and
are qualified in their entirety by reference to the full texts of such agreements. The agreements listed in this Item 6 are filed herewith
as Exhibits 7.01 through 7.03 to this Amendment No. 3 and are incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
September 12, 2024
| |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
|
|
| |
SURIYAKUMAR
FAMILY TRUST |
| |
|
|
| |
By: |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SHIYULLI
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
|
| |
By: |
/s/
Shiyulli Suriyakumar |
| |
Name: |
Shiyulli
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SEIYONNE
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
|
| |
By: |
/s/
Seiyonne Suriyakumar |
| |
Name: |
Seiyonne
Suriyakumar |
| |
Title: |
Trustee |
| |
/s/
Dilantha Wijesuriya |
| |
Name: |
Dilantha
Wijesuriya |
| |
|
|
| |
/s/
Jorge Avalos |
| |
Name: |
Jorge
Avalos |
| |
|
|
| |
/s/
Rahul Roy |
| |
Name: |
Rahul
Roy |
| |
|
|
| |
/s/
Sujeewa Sean Pathiratne |
| |
Name: |
Sujeewa
Sean Pathiratne |
| |
TECHPRINT HOLDINGS,
LLC |
| |
|
|
| |
By: |
/s/ Kumarakulasingam
Suriyakumar |
| |
Name: |
Kumarakulasingam Suriyakumar |
| |
Title: |
Manager |
Exhibit
7.01
AMENDMENT
NO. 1
TO
AGREEMENT
AND PLAN OF MERGER
This
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 10, 2024 (the “Effective
Date”), is made and entered into by and among TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”),
TechPrint Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ARC
Document Solutions, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred
to herein as the “Parties” and each, a “Party”.
RECITALS
WHEREAS,
the Parties entered into that certain Agreement and Plan of Merger, dated as of August 27, 2024 (the “Original Agreement”;
capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement);
WHEREAS,
pursuant to Section 9.2 thereof, the Original Agreement may be amended by the Parties; and
WHEREAS,
the Parties now desire to amend the Original Agreement as set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1.
Amendments to the Original Agreement. As of the Effective Date, the Original Agreement is hereby amended as follows:
(a)
The Recitals of the Original Agreement is hereby amended by inserting the following clause immediately after the ninth WHEREAS clause:
“WHEREAS,
immediately following the consummation of the Merger and after giving effect to the transactions contemplated by the Equity Commitment
Letter, Parent will contribute to the Surviving Corporation cash in an amount determined by Parent and permitted by the Commitment Letters;”
(b)
The first sentence of Section 4.1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Each
share of common stock, par value $0.001 per share, of the Company (a “Share” and collectively, the “Shares”)
issued and outstanding immediately prior to the Effective Time (other than Shares issued and outstanding immediately prior to the Effective
Time that are to be cancelled in accordance with Section 4.1(b) or treated in the manner provided in Section 4.1(c) (including
Rollover Shares) and any Dissenting Shares (collectively, the “Excluded Shares”)) shall automatically be converted
into the right to receive $3.40 in cash, without interest (the “Merger Consideration”).”
(c)
Section 4.1(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Treatment
of Shares Held by Parent and Rollover Shares. Each Share issued and outstanding immediately prior to or at the Effective Time that
is owned by Parent as of immediately prior to or at the Effective Time (including all of the Rollover Shares contributed to Parent prior
to the Effective Time pursuant to the Rollover Agreement) shall not be converted into the right to receive the Merger Consideration pursuant
to Section 4.1(a) and shall instead remain outstanding and from and after the Effective Time shall represent one share of the
Surviving Corporation Common Stock.”
(d)
The third sentence of Section 4.2(g) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“If,
after the Effective Time, a holder of a Dissenting Share fails to perfect, waives, effectively withdraws, or otherwise loses such holder’s
right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not
entitled to the appraisal rights provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such
Dissenting Share shall cease and such Dissenting Share shall thereupon be deemed to have been cancelled and converted as of the Effective
Time into, the right to receive the Merger Consideration, without any interest thereon, upon surrender of such Share in accordance with
Section 4.2(c) and shall not thereafter be deemed to be a Dissenting Share.”
(e)
Section 4.3(a)(iii) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“In-the-Money
Company Options Held by Rollover Stockholders. Immediately prior to the Effective Time, each Company Option, whether vested or unvested,
that is (i) held by a Rollover Stockholder, and (ii) has an exercise price per Share that is less than the Merger Consideration (a “Rollover
Company Option”), shall, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company
or any holder of any Share or Company Option, be cancelled and converted into the right to receive a number of Shares equal to the quotient
of (i) the applicable Option Spread for such Rollover Company Option, less applicable Taxes and authorized deductions, divided by (ii)
the Merger Consideration, rounded down to the nearest whole Share. Any Shares issuable pursuant to this Section 4.3(a)(iii) shall
be issued immediately prior to the Effective Time and shall be Rollover Shares subject to Section 4.1(c) and the Rollover Agreement.”
(f)
Section 4.3(b)(i) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Treatment
of Company RSAs Held by Rollover Stockholders. Immediately prior to the Effective Time, each restricted stock award granted under
any Company Stock Plan (each, a “Company RSA” and each Share covered thereby, an “Unvested Share”)
and held by a Rollover Stockholder shall, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company
or any holder of any Share or Unvested Share, be cancelled and converted into the right to receive a number of Shares equal to the quotient
of (i) the number of Unvested Shares covered thereby multiplied by the Merger Consideration, less applicable Taxes and authorized deductions,
divided by (ii) the Merger Consideration, rounded down to the nearest whole Share. Any Shares issuable pursuant to this Section 4.3(b)(i)
shall be issued immediately prior to the Effective Time and shall be Rollover Shares subject to Section 4.1(c) and the Rollover
Agreement.”
(g)
The definition of Dissenting Shares in Annex A of the Original Agreement is hereby deleted in its entirety and replaced with the following:
““Dissenting
Shares” means Shares issued and outstanding immediately prior to the Effective Time (other than such Shares that are to be
cancelled in accordance with Section 4.1(b) or treated in the manner provided in Section 4.1(c)) that are held by stockholders
of the Company who (i) did not vote in favor of this Agreement or the Merger (or consent thereto in writing), (ii) is entitled to demand
appraisal rights with respect to such Shares, and (iii) who has properly demanded and perfected such holder’s right to appraisal
with respect to such Shares in accordance with, complies in all respects with, and has not effectively withdrawn, failed to perfect,
or otherwise lost such holder’s right to appraisal with respect to such Shares, in each case, pursuant to Section 262 of the DGCL.”
(h)
Annex A of the Original Agreement is hereby amended by deleting the definition of “Rollover Agreement” in its entirety and
inserting the following definition in lieu thereof:
““Rollover
Agreement” means that certain Rollover Agreement, made and entered into as of August 27, 2024, by and among the Parent and
the Persons listed on the Schedule A attached thereto, an unexecuted copy of which is attached hereto as Exhibit D, as amended
by the Amendment No. 1 to Rollover Agreement, dated as of September 10, 2024.”
(i)
Annex A of the Original Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:
““Surviving
Corporation Common Stock” means a share of common stock of the Surviving Corporation, par value $0.001 per share.”
(j)
The table of terms in Annex A of the Original Agreement is hereby amended by deleting the row for “Surviving Corporation Common
Stock.”
2.
Limited Effect. Except as expressly provided in this Amendment, all of the terms
and provisions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed by the Parties.
On and after the Effective Date, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the Original Agreement as amended by this Amendment.
3.
Miscellaneous.
(a)
This Amendment and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based
upon, relate to or arise out of this Amendment shall be governed by, and construed and enforced in accordance with, the Laws of the State
of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(b)
This Amendment shall inure to the benefit of and be binding upon each of the parties to the Original Agreement, including the Parties,
and each of their respective permitted successors and permitted assigns.
(c)
This Amendment, together with the Original Agreement, constitutes the sole and entire agreement by the Parties with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect
to such subject matter.
(d)
This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all
such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by facsimile transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this
Amendment.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
TECHPRINT
HOLDINGS, LLC
|
|
| |
|
| By: |
/s/
Kumarakulasingam Suriyakumar |
|
| Name: |
Kumarakulasingam
Suriyakumar |
|
| Title: |
Manager |
|
| |
|
|
| TECHPRINT
MERGER SUB, INC. |
|
| |
|
| By: |
/s/
Kumarakulasingam Suriyakumar |
|
| Name: |
Kumarakulasingam
Suriyakumar |
|
| Title: |
President |
|
| |
|
|
| ARC
DOCUMENT SOLUTIONS, INC. |
|
| |
|
| By: |
/s/
Tracey Luttrell |
|
| Name: |
Tracey
Luttrell |
|
| Title: |
Corporate
Counsel and Corporate Secretary |
|
[Signature
Page to Amendment No. 1 to Agreement and Plan of Merger]
Exhibit
7.02
AMENDMENT
NO. 1
TO
ROLLOVER
AGREEMENT
This
AMENDMENT NO. 1 TO ROLLOVER AGREEMENT (this “Amendment”), dated as of September 10, 2024 (the “Effective
Date”), is made and entered into by and among TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”),
and the undersigned stockholders (the “Rollover Stockholders”) of ARC Document Solutions, Inc., a Delaware corporation
(the “Company”). Parent and the Rollover Stockholders are referred to herein as the “Parties” and
each, a “Party”.
RECITALS
WHEREAS,
Parent, TechPrint Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent, and the Company entered into that
certain Agreement and Plan of Merger, dated as of August 27, 2024 (the “Merger Agreement”; capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Original Agreement);
WHEREAS,
in connection therewith, the Parties entered into that certain Rollover Agreement, dated as of August 27, 2024 (the “Original
Agreement”);
WHEREAS,
pursuant to Section 10 thereof, the Original Agreement may be amended by the Parties; and
WHEREAS,
the Parties now desire to amend the Original Agreement as set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1.
Amendments to the Original Agreement. As of the Effective Date, the Original Agreement is hereby amended as follows:
(a)
The third WHEREAS clause in the Recitals of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“WHEREAS,
pursuant to Section 4.3(a)(iii) and Section 4.3(b)(i) of the Merger Agreement, such Company Options and Company RSAs shall be converted
into Company Shares issuable to the Rollover Stockholders;”
(b)
The fourth WHEREAS clause in the Recitals of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“WHEREAS,
in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Stockholders desire to contribute
the Company Shares (collectively, the “Rollover Shares”) to Parent in exchange for common units of Parent (the “Parent
Units”);”
(c)
Section 1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Contribution
of Rollover Shares. Subject to the conditions set forth herein, immediately prior to the Effective Time, and without further action
by the Rollover Stockholders or any other Person, all of each Rollover Stockholder’s right, title and interest in and to the Company
Shares shall be contributed, assigned, transferred and delivered to Parent. It is the intent of the parties hereto to treat (and shall
direct any applicable Affiliate to treat) for U.S. federal, state and local income tax purposes the contribution of Rollover Shares as
a tax free contribution made pursuant to Section 721 of the Code, and the parties hereto shall report, act, and file (and shall direct
any applicable Affiliate to report, act and file) all U.S. federal, state and local income tax returns consistent with such tax treatment.”
(d)
The second sentence of Section 2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Each
Rollover Stockholder hereby acknowledges and agrees that (a) delivery of such Parent Units shall constitute complete satisfaction of
all obligations towards or sums due such Rollover Stockholder by Parent and Parent with respect to the applicable Rollover Shares, and
(b) such Rollover Stockholder shall have no right to any Merger Consideration with respect to the Rollover Shares contributed to Parent
by such Rollover Stockholder.”
(e)
Section 3 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Closing.
Subject to (i) the satisfaction (or waiver) of all of the conditions applicable to Parent’s obligation to close the transactions
contemplated by the Merger Agreement as set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than conditions that
by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), (ii) the Debt Financing
Commitment having been funded or the Lenders having confirmed that the Debt Financing Commitment will be funded at Closing upon delivery
of a drawdown notice and notice from Parent that the Equity Financing Commitment will be funded at Closing, (iii) the substantially concurrent
receipt by Parent of the Equity Investment Commitment, (iv) Parent being required to effect the Closing pursuant to Section 1.2 of the
Merger Agreement and (v) the Company having irrevocably notified Parent in writing that the Company is ready, willing and able to consummate,
and will consummate, the Closing in accordance with the terms of the Merger Agreement and, if the Debt Financing Commitment and Equity
Investment Commitment are funded, the Company shall take such actions that are required of it by the Merger Agreement to consummate the
Closing, as of such date, pursuant to the terms of the Merger Agreement, the closing of the contribution and exchange contemplated under
Section 1 shall take place immediately prior to the Effective Time (the “Contribution Closing”).”
(f)
The Original Agreement is hereby amended by replacing the words “Contribution Closings, as applicable,” with “Contribution
Closing”. In each place where the Original Agreement uses the words “Contribution Closings” (but not “Contribution
Closings, as applicable,”), the Original Agreement is hereby amended by replacing “Contribution Closings” with “Contribution
Closing”.
(g)
Section 4 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“Deposit
of Rollover Shares. As promptly as reasonably practicable following the execution of this Agreement, the Rollover Stockholders and
any agent of the Rollover Stockholders holding certificates evidencing any Rollover Shares (including, without limitation, any broker
holding securities in “street name”) shall deliver or cause to be delivered to Parent as applicable, (a) all Certificates
representing Rollover Shares being contributed to Parent, duly endorsed for transfer or with executed stock powers for disposition in
accordance with the terms of this Agreement or (b) such documentation requested by the Company’s transfer agent in order to cause
the transfer of the Rollover Shares to Parent as contemplated by this Agreement (all such documents required under (a) or (b), the “Share
Documents”).”
2.
Limited Effect. Except as expressly provided in this Amendment, all of the terms
and provisions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed by the Parties.
On and after the Effective Date, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import shall mean and be a reference to the Original Agreement as amended by this Amendment.
3.
Miscellaneous.
(a)
This Amendment and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based
upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder
shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice
or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the Laws of any jurisdiction other than the State of Delaware.
(b)
This Amendment shall inure to the benefit of and be binding upon each of the parties to the Original Agreement, including the Parties,
and each of their respective permitted successors and permitted assigns.
(c)
This Amendment, together with the Original Agreement, constitutes the sole and entire agreement by the Parties with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect
to such subject matter.
(d)
This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all
such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by facsimile transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this
Amendment.
[Signature
PageS Follow]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
TECHPRINT HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/ Kumarakulasingam
Suriyakumar |
| |
Name: |
Kumarakulasingam Suriyakumar |
| |
Title: |
Manager |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Kumarakulasingam
Suriyakumar |
| |
Kumarakulasingam Suriyakumar |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Dilantha
Wijesuriya |
| |
Dilantha Wijesuriya |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Jorge
Avalos |
| |
Jorge Avalos |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Rahul
Roy |
| |
Rahul Roy |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Sujeewa
Sean Pathiratne |
| |
Sujeewa Sean Pathiratne |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Kumarakulasingam
Suriyakumar |
| |
Kumarakulasingam Suriyakumar, as Trustee
of Suriyakumar Family Trust |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Shiyulli
Suriyakumar |
| |
Shiyulli Suriyakumar, as Trustee of Shiyulli
Suriyakumar 2013 Irrevocable Trust |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| |
ROLLOVER STOCKHOLDER: |
| |
|
| |
/s/ Seiyonne
Suriyakumar |
| |
Seiyonne Suriyakumar, as Trustee of Seiyonne
Suriyakumar 2013 Irrevocable Trust |
[Signature
Page to Amendment No. 1 to Rollover Agreement]
Exhibit
7.03
AMENDMENT
NO. 1
TO
VOTING
AGREEMENT
This
AMENDMENT NO. 1 TO VOTING AGREEMENT (this “Amendment”), dated as of September 10, 2024, amends that certain Voting
Agreement, dated as of August 27, 2024, by and among ARC Document Solutions, Inc. (the “Company”), TechPrint Holdings,
LLC, a Delaware limited liability company (the “Parent”), the stockholders listed on the signature pages thereto (collectively,
the “Stockholders” and each individually, a “Stockholder”) (the “Voting Agreement”).
Capitalized terms used and not defined herein shall have the meanings set forth in the Voting Agreement.
WHEREAS,
the Company required that Parent and the Stockholders enter into the Voting Agreement as a condition and inducement to the willingness
of the Company to enter into that certain Agreement and Plan of Merger, dated as of August 27, 2024 with Parent and TechPrint Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Agreement”);
WHEREAS,
pursuant to the Voting Agreement, Parent and each Stockholder agreed to vote or cause to be voted the Subject Shares shown in Schedule
A to the Voting Agreement (i) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated
thereby, including the Merger, and (ii) against any other action, agreement or transaction that has not been recommended by the Company
Board (acting on the recommendation of the Special Committee) or the Special Committee and that would reasonably be expected to (A) result
in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement,
(B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede,
frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement;
WHEREAS,
the number of Subject Shares shown in Schedule A to the Voting Agreement inadvertently excluded certain shares of restricted stock
held by each Stockholder (the “Restricted Stock”); and
WHEREAS,
the Company, Parent and the Stockholders originally intended to include such shares of Restricted Stock in Schedule A, and desire
to correct Schedule A to the Voting Agreement in order to clarify that all shares of Restricted Stock held by each Stockholder
shall be deemed to be Subject Shares for all purposes of the Voting Agreement;
*
* *
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company, Parent and each of the undersigned Stockholders, who constitute the Stockholders required
to amend the Voting Agreement, hereby agree as follows:
1.
Schedule A of the Voting Agreement is hereby replaced in its entirety by the following in lieu thereof:
“
SCHEDULE
A
| Name
of Stockholder | |
Number
of Shares |
| Kumarakulasingam
Suriyakumar | |
1,822,244 |
| Dilantha
Wijesuriya | |
825,653 |
| Jorge
Avalos | |
553,347 |
| Rahul
Roy | |
467,501 |
| Sujeewa
Sean Pathiratne | |
443,274 |
| Suriyakumar
Family Trust | |
1,732,171 |
| Shiyulli
Suriyakumar 2013 Irrevocable Trust | |
500,000 |
| Seiyonne
Suriyakumar 2013 Irrevocable Trust | |
500,000 |
”
2.
The first sentence of Section 5(c) of the Voting Agreement is hereby replaced in its entirety by the following in lieu thereof:
“Such
Stockholder is the record and beneficial owner of, as such ownership is determined in accordance with Section 13(d) of the Exchange Act,
or is a trust or estate that is the record holder of and whose beneficiaries are the beneficial owners of, and has good and marketable
title to, the Subject Shares set forth opposite such Stockholder’s name on Schedule A attached hereto and incorporated herein
by reference, free and clear of any and all security interests, liens, changes, encumbrances, equities, claims, options or limitations
of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise
dispose of such Subject Shares), other than (i) such Stockholder’s obligation to contribute, transfer and assign all of such Stockholder’s
right, title and interest in the Subject Shares pursuant to the Rollover Agreement, (ii) any of the foregoing that would not prevent
or delay Parent’s or such Stockholder’s ability to perform Parent’s or such Stockholder’s obligations hereunder,
(iii) any of the foregoing in the Company Stock Plans, and (iv) any of the foregoing imposed by federal, state or foreign securities
Laws.”
3.
Incorporation of Voting Agreement. All the provisions of this Amendment shall be deemed to be incorporated in, and made a part
of, the Voting Agreement; and the Voting Agreement, as supplemented and amended by this Amendment, shall be read, taken and construed
as one and the same instrument, and except as expressly amended hereby, the terms and conditions of the Voting Agreement shall continue
in full force and effect. All references to “this Agreement” in the Voting Agreement or to the words “hereof,”
“hereunder” or “herein” or words of similar effect, or to any Schedule in the Voting Agreement, shall mean the
Voting Agreement or Schedule, as amended hereby.
4.
Governing Law. This Amendment and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or
indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution
or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without
regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause
the application of the Laws of any jurisdiction other than the State of Delaware.
5.
No Other Amendments. Except for the amendments expressly set forth in this Agreement, the Voting Agreement shall remain in full
force and effect in accordance with its existing terms.
6.
Counterpart Signature Pages. This Amendment may be executed in two or more consecutive counterparts (including by facsimile, of
“.pdf” transmission), each of which shall be deemed to be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties
to this Amendment and delivered (electronically or otherwise) to the other parties to this Amendment.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
COMPANY: |
| |
|
|
| |
ARC DOCUMENT SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/ Tracey Luttrell |
| |
Name: |
Tracey Luttrell |
| |
Title: |
Corporate Counsel and Corporate Secretary |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
PARENT: |
| |
|
|
| |
TECHPRINT HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/ Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam Suriyakumar |
| |
Title: |
Manager |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
KUMARAKULASINGAM SURIYAKUMAR |
| |
|
|
| |
By: |
/s/ Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam Suriyakumar |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
DILANTHA WIJESURIYA |
| |
|
|
| |
By: |
/s/ Dilantha Wijesuriya |
| |
Name: |
Dilantha Wijesuriya |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
JORGE AVALOS |
| |
|
|
| |
By: |
/s/ Jorge Avalos |
| |
Name: |
Jorge Avalos |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
RAHUL ROY |
| |
|
|
| |
By: |
/s/ Rahul Roy |
| |
Name: |
Rahul Roy |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
SUJEEWA SEAN PATHIRATNE |
| |
|
|
| |
By: |
/s/ Sujeewa Sean Pathiratne |
| |
Name: |
Sujeewa Sean Pathiratne |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
By: |
/s/ Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam Suriyakumar, as Trustee
of Suriyakumar Family Trust |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
By: |
/s/ Shiyulli Suriyakumar |
| |
Name: |
Shiyulli Suriyakumar, as Trustee of Shiyulli
Suriyakumar 2013 Irrevocable Trust |
[Signature
Page to Amendment No. 1 to Voting Agreement]
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.
| |
STOCKHOLDER: |
| |
|
|
| |
By: |
/s/ Seiyonne Suriyakumar |
| |
Name: |
Seiyonne Suriyakumar, as Trustee of Seiyonne
Suriyakumar 2013 Irrevocable Trust |
[Signature
Page to Amendment No. 1 to Voting Agreement]
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