DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements (collectively, the
“Registration Statements”) of Xplore Technologies Corp. (the “Company”):
• Registration Statement
No. 333-161890,
registering shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to Company’s 2009 Stock Incentive Plan (the “2009
Incentive Plan”), the Company’s Amended and Restated Share Option Plan and the Company’s 2009 Employee Stock Purchase Plan, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2009; and
• Registration Statement
No. 333-164741,
registering shares of Common Stock issuable pursuant
to 2009 Incentive Plan, filed with the SEC on February 5, 2010.
On July 5, 2018, the Company entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Zebra Technologies Corporation, a Delaware corporation (“Parent”), and Wolfdancer Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Zebra (“Purchaser”),
providing for, among other things, the tender offer by Parent and Purchaser to purchase all of the outstanding shares of the Common Stock at a purchase price of $6.00 per share (the “Offer”), and following the consummation of the Offer and
subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, including the Minimum Condition (as defined in the Merger Agreement), Purchaser will accept the Shares for Parent in the Offer and Purchaser will
merge with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary
of Parent (the “Merger”).
On August 14, 2018, the Merger became effective as a result of the filing of a Certificate of
Merger with the Secretary of State of the State of Delaware. As a result of the Merger, each share of Common Stock outstanding immediately prior to the Merger was converted into the right to receive $6.00 in cash (the “Merger
Consideration”). In addition:
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each outstanding option to purchase Common Stock, whether vested or unvested, was cancelled in exchange for the
right to receive a cash payment equal to the number of shares of Common Stock subject to such option multiplied by the excess of the Merger Consideration over the exercise price of such option;
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each outstanding option to purchase Common Stock with an exercise price per share that is equal to or in excess
of the Merger Consideration was cancelled for no consideration and without any payment therefor;
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each outstanding equity-based award of the Company that was subject to performance-based conditions, whether
vested or unvested, was cancelled in exchange for the right to receive a cash payment equal to the number of shares of Common Stock subject to such performance share award (assuming achievement of the applicable performance-based conditions at the
maximum level) multiplied by the Merger Consideration; and
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each outstanding restricted stock unit award (“RSU”) of the Company, whether vested or unvested, was
cancelled in exchange for the right to receive the Merger Consideration multiplied by the number of shares of Common Stock subject to such RSU.
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As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statements. Effective upon filing hereof, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statements that remain unsold as of the date of this Post-Effective
Amendment.
