- Current report filing (8-K)
June 29 2012 - 3:05PM
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 29, 2012
RF MONOLITHICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-24414
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75-1638027
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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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4441 Sigma Road
Dallas, Texas 75244
(Address of Principal Executive Offices, including
Zip Code)
(972) 233-2903
(Registrant’s telephone number, including area code)
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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 29, 2012, at a special meeting of stockholders of RF Monolithics, Inc., a Delaware corporation (the “Company”), the Company’s
stockholders approved the proposal to adopt and approve the Agreement and Plan of Merger, dated April 12, 2012 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Murata Electronics North America,
Inc., a Texas corporation (“Parent”), and Ryder Acquisition Company, Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into
the Company. The stockholders of the Company also approved a non-binding, advisory resolution to approve the compensation that may become payable to the Company’s named executive officers in connection with the completion of the merger. A third
proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies was not needed.
The Company’s
stockholders approved the proposals at the special meeting with the following voting results:
Proposal 1:
Adoption and approval of the
Merger Agreement
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For
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Against
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Abstain
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Broker Non-Votes
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7,594,634
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248,853
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1,620
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0
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Proposal 2:
Approval of the non-binding, advisory proposal to approve the compensation that may become payable to
the Company’s named executive officers in connection with the completion of the Merger
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For
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Against
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Abstain
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Broker Non-Votes
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6,975,470
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818,461
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51,176
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0
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Item 8.01. Other Events
On June 29, 2012, the Company issued a press release disclosing the results of the special meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release, dated June 29, 2012, issued by RF Monolithics, Inc.
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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 hereunto duly authorized.
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RF MONOLITHICS, INC.
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Date: June 29, 2012
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By:
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/s/ Harley E Barnes III
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Name:
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Harley E Barnes III
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release, dated June 29, 2012, issued by RF Monolithics, Inc.
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