UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
|
o
|
|
Preliminary Proxy Statement
|
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
)
|
|
o
|
|
Definitive Proxy Statement
|
|
þ
|
|
Definitive Additional Materials
|
|
o
|
|
Soliciting Material Pursuant to §240.14a-12
|
QUIPP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
þ
|
|
No fee required.
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
|
|
|
QUIPP ANNOUNCES DEFINITIVE ACQUISITION PRICE IN MERGER AGREEMENT WITH ILLINOIS
TOOL WORKS INC.
Quipp Shareholders to Receive $5.41 Per Share in the Merger Transaction
MIAMI, FL, May 31, 2008 – Quipp, Inc. (Nasdaq: QUIP) announced today that, based on an anticipated
June 2, 2008 closing date for its acquisition by Illinois Tool Works Inc. and the amount of its
“Closing Cash,” as defined in the merger agreement with Illinois Tool Works Inc. and Headliner
Acquisition Corporation, the consideration per share to be paid to Quipp shareholders in the
transaction is $5.41 per share. Quipp’s shareholders will vote on the merger agreement and the
related merger at a special meeting of shareholders to be held on June 2, 2008 and the transaction
is expected to be completed shortly thereafter.
Quipp, Inc., through its operating subsidiary Quipp Systems, Inc., designs, manufactures and
installs material handling systems and equipment to facilitate the automated inserting, assembly,
bundling and movement of newspapers from the printing press to the delivery truck.
Cautionary Note Regarding Forward-looking Statements
This release contains one or more forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation, the price per share in the
transaction and the expected timing of the closing of the transaction. Forward-looking statements
are identified by words such as “will,” “expected,” “believe” and other similar words. Quipp
cautions readers not to place undue reliance on any forward-looking statements, which speak only as
of the date made. A variety of known and unknown risks and uncertainties could cause actual
results to differ materially from the anticipated results which include, but are not limited to:
satisfaction of all conditions required for closing, the ability to obtain the approval of Quipp’s
shareholders and adverse developments in Quipp’s business. In addition, other risks and
uncertainties not presently known to us or that we consider immaterial could affect the accuracy of
any such forward-looking statements. Quipp does not undertake any obligation to update any
forward-looking statements to reflect events that occur or circumstances that exist after the date
on which they were made.
Additional risks and uncertainties include those detailed from time to time in Quipp’s publicly
filed documents, including its annual report on Form 10-K for the year ended December 31, 2007.
Important Merger Information
In connection with the proposed acquisition of Quipp by ITW, Quipp filed a definitive proxy
statement with the Securities and Exchange Commission (the “SEC”) on April 30, 2008 and Quipp
intends to file other relevant materials with the SEC. The proxy statement was mailed to Quipp
shareholders seeking their approval of the proposed transaction.
Before making any voting decision
with respect to the proposed transaction, shareholders of Quipp are urged to read the proxy
statement and all other relevant documents filed with the SEC when they become available, because
they will contain important information about the proposed transaction, Quipp and ITW.
This
release may be deemed to be soliciting material in respect of the proposed transaction.
Investors and security holders will be able to obtain the proxy statement and documents (when
available) free of charge at the SEC’s web site,
http://www.sec.gov
. In addition, Quipp
shareholders may obtain free copies of the proxy statement and other documents filed with the SEC
when available by contacting Eric Bello, Quipp’s Chief Financial Officer, at 305-623-8700. You may
also read and copy any reports, statements and other information filed by Quipp with the SEC at the
SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference
room.
Quipp and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the holders of Quipp common stock in respect of the proposed transaction.
Information about the directors and executive officers of Quipp is available in Amendment No. 1 to
Quipp’s Annual Report, on Form 10-K/A, filed with the SEC on April 30, 2008. Investors may obtain
additional information regarding the interest of Quipp and its directors and executive officers in
the proposed transaction by reading the proxy statement.
