- Current report filing (8-K)
30 September 2010 - 7:26AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest reported) September 27, 2010
OTIX
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
|
000-30335
|
87-0494518
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file
number)
|
(I.R.S.
Employer
Identification
No.)
|
4246
South Riverboat Road, Suite 300
Salt
Lake City, UT 84123
(Address
of principal executive offices)
(801)
312-1700
(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:
|
¨
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Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01. Other Events.
On
September 27, 2010, Otix Global, Inc. (“Otix”) received a
proposal from GN ReSound A/S (“GN”) to acquire Otix at a price of $10.00 per
common share, less the cost of in-the-money stock options, which Otix estimates
to be approximately $0.07 per share, in cash, and otherwise on substantially the
same terms as Otix’s pending merger agreement with William Demant Holding
A/S. The GN proposal is subject only to (1) satisfactory review and
approval of the disclosure schedule and other schedules and exhibits to the
current merger agreement, (2) satisfactory completion of confirmatory due
diligence, and (3) execution of a definitive agreement.
Otix’s
board of directors will evaluate GN’s proposal to determine whether it currently
constitutes, or may become, a superior proposal. If Otix’s board of
directors determines, in its good faith judgment after consultation with its
advisors, that the GN proposal currently constitutes, or may become, a superior
proposal, then Otix’s board of directors will authorize management to commence
negotiations with GN.
A copy of
the press release issued by GN Store Nord A/S, the parent company of GN, in
conjunction with this proposal is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits
(d)
Exhibits.
|
99.1
|
GN
Store Nord A/S press release, dated September 27,
2010.
|
|
|
|
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.
Dated:
September 29, 2010
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OTIX
GLOBAL, INC.
|
|
|
|
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/s/
Michael M. Halloran
|
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Michael
M. Halloran
|
|
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Vice
President and Chief Financial Officer
|
|
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