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Item 2.01
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Completion of Acquisition or Disposition of Assets
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On February 27, 2008, pursuant to an Agreement and Plan of Merger dated December 3, 2007 (the
Merger Agreement) among Cohesant Technologies Inc. (the Company), GlasCraft Inc. (GlasCraft),
CIPAR Inc. (CIPAR), Graco Inc. (Graco), and Graco Indiana Inc. (Merger Sub), Merger Sub
merged with and into the Company (the merger). The Company is the surviving corporation in the
merger and, as a result of the merger, is a wholly-owned subsidiary of Graco. The aggregate
purchase price payable in the merger was $35 million, which Graco funded from cash on hand.
Pursuant to the terms of the Merger Agreement, each share of the Companys common stock, par value
$0.001 per share (Common Stock), issued and outstanding immediately prior to the effective time
of the merger was cancelled and converted into the right to receive $9.43 in cash without interest.
Each option to purchase Common Stock outstanding immediately prior to the effective time of the
merger was cancelled and converted into the right to receive the excess, if any, of $9.43 over the
exercise price for such option, without interest.
Pursuant to the Merger Agreement, at the effective time of the merger, the directors and executive
officers of Merger Sub immediately prior to the merger became the directors and executive officers
of the Company.
Immediately prior to the effective time of the merger, the Company completed the transactions
contemplated by the Separation Agreement between the Company and CIPAR dated December 3, 2007 (the
Separation Agreement). The Separation Agreement provided for the spin-off of all the Companys
non-GlasCraft business operations through a distribution of CIPAR stock (the Spin-off). In the
Spin-off, each shareholder of the Company received one share of CIPAR common stock for each share
of Common Stock held as of the February 26, 2008 record date.
In anticipation of the transactions contemplated by the merger and the Spin-off, CIPAR changed its
corporate name to Cohesant Inc. Shares of common stock of Cohesant Inc. are registered under the
Securities Exchange Act of 1934, as amended, and will trade in the over-the-counter market.
The foregoing description of the Merger Agreement and the Separation Agreement are qualified in
their entirety by reference to the Merger Agreement and the Separation Agreement, respectively. A
copy of the Agreement and Plan of Merger dated December 3, 2007 by and among Cohesant Technologies
Inc., CIPAR Inc., GlasCraft Inc., Graco Inc., and Graco Indiana Inc. is filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K dated December 3, 2007 and is incorporated by reference
herein. A copy of the Separation Agreement dated December 3, 2007 by and between Cohesant
Technologies Inc. and CIPAR Inc. is filed as Exhibit 2.2 to the Companys Current Report on Form
8-K dated December 3, 2007 and is incorporated by reference herein.
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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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On February 27, 2008, the merger was completed and, in connection with the merger, the Company
requested the delisting of the Common Stock from The NASDAQ Capital Market, effective as of the
close of business on February 27, 2008.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 2.01 herein is incorporated by reference into this Item 3.03 of
this Current Report on Form 8-K.
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