Cam Commerce Solutions Inc - Current report filing (8-K)
June 11 2008 - 2:26PM
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) June 9, 2008
CAM COMMERCE SOLUTIONS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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000-16569
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95-3866450
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No)
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17075 Newhope Street, Fountain Valley, California
(Address of principal executive offices)
(714) 241-9241
(Registrants telephone number, including area code)
Not Applicable
(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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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On June 9, 2008, CAM Commerce Solutions, Inc., a Delaware corporation (the
Company
),
Vegas Holding Corp., a Delaware corporation (
Parent
), and Vegas Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (
Sub
), entered into an
Agreement and Plan of Merger (the
Merger Agreement
), as announced in the press release
dated June 10, 2008 attached hereto as Exhibit 99.1. Parent and Sub are affiliates of Great Hill
Partners, LLC (
Great Hill
).
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Sub
will merge with and into the Company, with the Company continuing as the surviving corporation and
becoming a wholly-owned subsidiary of Parent and shall succeed to and assume all the rights and
obligations of Sub and the Company in accordance with the Delaware General Corporation Law (the
Merger
). The Board of Directors of the Company (the
Board
) has approved the
Merger and the Merger Agreement and has recommended that the stockholders of the Company approve
the Merger. There are no agreements between the Parent or Sub and any stockholder or executive
officer of the Company regarding continued equity ownership in the Company following the closing of
the Merger.
In connection with the Merger, each share of the Companys common stock that is outstanding at
the effective time of the Merger (the
Effective Time
) will be converted into the right to
receive $40.50 in cash without interest (the
Merger Consideration
). Pursuant to the
terms of the Companys equity incentive plans, each outstanding option to purchase the Companys
common stock will become fully vested and exercisable immediately prior to the Merger and converted
into the right to receive a cash payment equal to an amount determined by multiplying (i) the
difference between the Merger Consideration and the exercise price under the Company Option by (ii)
the number of shares of Common Stock issuable upon exercise of such Company Option, less applicable
withholding taxes.
The Board has unanimously approved the Merger Agreement and determined that the Merger
Agreement and the Merger are advisable and both fair to and in the best interest of the Companys
stockholders. RBC Capital Markets (
RBC
) served as the financial advisor to the Board
and, in connection with such service, rendered an opinion to the Board as to the fairness, from a
financial point of view, of the consideration to be received by the Companys stockholders in the
Merger.
The Company and Parent have made customary representations, warranties and covenants in the
Merger Agreement including (i) the Company will cause a meeting of its stockholders to be held to
consider the adoption and approval of the Merger Agreement; (ii) the Board will recommend to its
stockholders that they adopt and approve the Merger Agreement; and (iii) the Company will be
subject to restrictions on solicitation of proposals with respect to any alternative sales
transactions.
Consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the
adoption of the Merger Agreement by the holders of a majority of the shares of the Company; (ii)
the absence of any material adverse effect with respect to the Company; (iii) expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any
applicable, similar foreign regulations; (iv) the resignations of all of the directors of the
Company, effective upon the closing of the Merger, except as otherwise specified in writing by
Parent; and (v) amending the lease for the Companys Henderson, Nevada facility to establish the
base rent at $1.75 per square foot per month for the remainder of the term of such lease, subject to
increases for inflation.
As a condition to Parent and Sub entering into the Merger Agreement, the Company executed an
Employment Agreement with the Companys Chief Executive Officer (CEO), which becomes effective
only upon the closing of the Merger. Upon its effectiveness, this Employment Agreement will
supersede the existing Employment Agreement and Change in Control Agreement with the CEO, both of
which will then automatically terminate without any payment thereunder to the CEO in connection
with the Merger.
The Company intends to prepare and file a proxy statement with the Securities and Exchange
Commission (the
SEC
) that it will mail to stockholders in order to obtain stockholder
approval for the Merger Agreement and the Merger.
The Merger Agreement contains certain termination rights for both the Company and Parent and
further provides that upon termination of the Merger Agreement under specified circumstances the
Company may be required to pay Great Hill a termination fee and reimburse the out of pocket
expenses of Great Hill up to a certain amount.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Merger Agreement attached as Exhibit 2.1, which is incorporated herein by reference. The
Merger Agreement has been attached to provide investors with information regarding its terms. It
is not intended to provide any other factual information about the Company. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are
qualified by information in confidential disclosure schedules provided by the Company in connection
with the signing of the Merger Agreement. These disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties set forth in the
Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were
used for the purpose of allocating risk between the Company, Parent and Sub, rather than
establishing matters of fact. Accordingly, the representations and warranties in the Merger
Agreement may not constitute the actual state of facts about the Company, Parent, and Sub.
Additional Information and Where to Find It
The Company will file a proxy statement and other documents regarding the proposed transaction
described in this press release with the SEC. Investors and security holders are advised to read
the proxy statement and such other materials when they become available because they will contain
important information about the acquisition and the Company. Investors and security holders will be
able to obtain a free copy of the proxy statement and any other documents filed by the company from
the SEC Web site at www.sec.gov. The Companys 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 proposed transaction. Information about the directors and executive officers of the
Company is set forth in the proxy statement for its 2007 Annual Meeting of Stockholders, which was
filed with the SEC on April 19, 2007. Investors and security holders may obtain additional
information regarding the interest of such participants by reading the proxy statement regarding
the proposed transaction when it becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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2.1
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Agreement and Plan of Merger, dated June 9, 2008, by and
among CAM Commerce Solutions, Inc., Vegas Holding Corp.,
and Vegas Merger Sub Inc.
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99.1
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Press Release dated June 10, 2008.
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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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CAM COMMERCE SOLUTIONS, INC.
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Date: June 11, 2008
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By:
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/s/ Paul Caceres
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Paul Caceres Jr.
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Chief Financial and Accounting Officer
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Exhibit Index
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Exhibit Number
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Description
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2.1
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Agreement and Plan of Merger, dated June 9, 2008, by and
among CAM Commerce Solutions, Inc., Vegas Holding Corp.,
and Vegas Merger Sub Inc.
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99.1
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Press Release dated June 10, 2008.
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