Current Report Filing (8-k)
31 December 2016 - 8:13AM
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 event reported):
December 30, 2016
____________________
IMATION CORP.
(Exact name of registrant as specified in
its charter)
___________________
Delaware
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001-14310
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41-1838504
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1099 Helmo Ave. N., Suite 250, Oakdale,
Minnesota 55128
(Address of principal executive offices,
including zip code)
(651) 704-4000
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
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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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On December 30, 2016, Imation Corp. (the
“Company” or “we”) issued a press release (the “press release”) announcing that it has established
a record date of January 6, 2017 for its special meeting of stockholders (the “special meeting”) to be held to consider
and vote upon the previously announced proposals to approve the issuance of up to 15,000,000 shares of common stock to Clinton
Group, Inc. (the “Capacity Shares”), to approve a reverse stock split and a reduction of the number of authorized shares
of the Company’s common stock in a corresponding proportion and to adjourn the special meeting to a later date or time, if
necessary, to permit further solicitation and vote of proxies (collectively, the “Proposals”). The date and time of
the special meeting will be set and announced at a later time.
Only holders of record of the Company’s
common stock at the close of business on January 6, 2017 will be entitled to notice of the special meeting and to vote and have
their votes counted at the special meeting and any adjournments or postponements of the special meeting. The full meeting agenda
will be detailed in the definitive proxy statement which will be mailed to all stockholders of record.
A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Additional Information About the Proposals and Where to Find
It
In connection with the Proposals, the Company
has filed with the SEC a preliminary proxy statement. When completed, the Company will mail a definitive proxy statement and other
relevant documents to its stockholders in connection with its solicitation of proxies for the special meeting. This Current Report
on Form 8-K does not contain all the information that should be considered concerning the Proposals. It is not intended to provide
the basis for any investment decision or any other decision in respect to the Proposals. The Company’s stockholders and other
interested persons are advised to read the preliminary proxy statement, the amendments thereto, and the definitive proxy statement
when available in connection with the Company’s solicitation of proxies for the special meeting, as these materials will
contain important information about the Company and the Proposals. The definitive proxy statement will be mailed to stockholders
of record of the Company as of January 6, 2017. Stockholders can also obtain copies of the preliminary proxy statement, the definitive
proxy statement when available, and other documents filed with the SEC, without charge, at the SEC’s web site at www.sec.gov,
or by directing a request to: Imation Corp., 1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128, Attn: Investor Relations,
(651) 704-4311.
Participants in Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with
the Proposals. Information regarding the special interests of these directors and executive officers in the Proposals is included
in the preliminary proxy statement and will be included in the definitive proxy statement when available. Additional information
regarding the directors and executive officers of the Company is also included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2015, which is available free of charge at the SEC web site at www.sec.gov and at the address described
above.
Disclaimer
This communication shall not constitute
an offer to sell or the solicitation of an offer to buy the Capacity Shares or any other security. The Capacity Shares have not
been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable exemption from registration requirements.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
We incorporate by reference herein the Exhibit
Index following the signature page to this Current Report on Form 8-K.
SIGNATURES
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.
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IMATION CORP.
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Dated: December 30, 2016
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By:
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/s/ Danny Zheng
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Name:
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Danny Zheng
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Title:
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Chief Financial Officer
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Exhibit Index
Exhibit No.
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Description
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99.1
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Press Release.
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