Blueprint
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): September 27,
2017
VERSAR, INC.
(Exact name of registrant as specified in
charter)
Delaware
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1-9309
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54-0852979
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(State or Other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6850 Versar CenterSpringfield, Virginia 22151(Address of
principle executive offices, including zip
code) (703)
750-3000Registrant’s telephone number, including area
codeN/A(Former name of registrant, if changed since last
report.)
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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(b))
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01. Entry into a Material Definitive Agreement.
On
September 27, 2017, Versar, Inc., a Delaware corporation (the
“Company”), Kingswood
Genesis Fund I, LLC, a Delaware limited liability company
(“Parent”), and KW Genesis
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”) amended and
restated their Agreement and Plan of Merger dated September 22,
2017 to correct a scrivener’s error. A copy of the amended
and restated merger agreement is filed as Exhibit 2.1 to, and
incorporated by reference in, this report.
Additional Information and Where to Find It
The
tender offer described in this communication (the
“Offer”) has not yet
commenced, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell any shares of the capital
stock of Versar or any other securities. On the commencement date
of the Offer, a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents,
will be filed with the United States Securities and Exchange
Commission (the “SEC”). The offer to
purchase shares of Versar stock will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed with such Schedule TO. The tender offer statement will be
filed with the SEC by an affiliate of Kingswood and Versar is
obligated to file a solicitation/recommendation statement with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS
THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or
by directing such requests to the information agent for the tender
offer, which will be named in the tender offer
statement.
Cautionary Note Regarding Forward-Looking Statements
This
document and the exhibits filed herewith contain forward-looking
statements with respect to the Company, Kingswood and the
Transactions, including the benefits expected from the Transactions
and the expected timing of their completion. Actual results
may differ materially from these expectations. When used in this
document, the words “can,” “will,”
“intends,” “expects,” “is
expected,” similar expressions and any other statements that
are not historical facts are intended to identify those assertions
as forward-looking statements. Such statements are based on a
number of assumptions that could ultimately prove inaccurate, and
are subject to a number of risk factors, including uncertainties
regarding the timing of the closing of the Transactions,
uncertainties as to how many stockholders of the Company may tender
their stock in the Offer, the possibility that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the Transactions, and general economic and business
conditions. Factors that could cause actual results of the
Transactions to differ materially include the following: the risk
of failing to obtain any regulatory approvals or satisfy conditions
to the Transactions, the risk that Kingswood is unable to obtain
adequate financing, the risk that the Transactions will not close
or that closing will be delayed, the risk that the Company’s
businesses will suffer due to uncertainty related to the
Transactions, the competitive environment in our industry and
competitive responses to the Transactions as well as risk factors
set forth above. Further information on factors that could
affect the Company’s financial results is provided in
documents filed by the Company with the SEC, including the
Company’s recent filings on Form 10-Q and Form
10-K.
Accordingly, no
assurances can be given as to whether the Transactions will be
completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will
have. Forward-looking statements speak only as of the date hereof
and you are cautioned not to place undue reliance on these
forward-looking statements. All forward-looking statements are
qualified in their entirety by this cautionary statement and
neither the Company nor Kingswood assumes any obligation to update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Description
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2.1*
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Amended
and Restated Agreement and Plan of Merger, dated as of September
27, 2017, by and among Versar, Inc., Kingswood Genesis Fund I, LLC,
and KW Genesis Merger Sub, Inc.
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* Certain schedules and exhibits to this agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy
of any omitted schedule and/or exhibit will be furnished to the SEC
upon request.
SIGNATURE
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, thereunto duly authorized.
September 27, 2017
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Versar, Inc.
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By:
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/s/ James D. Villa
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James D. Villa
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Senior Vice President and General Counsel
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