- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
April 07 2010 - 4:29PM
Edgar (US Regulatory)
SCHEDULE
13E-3
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Rule
13e-3 Transaction Statement
under
Section 13(e) of the Securities Exchange Act of 1934
(Amendment
No. 3)
COMTEX NEWS NETWORK,
INC.
(Name of
Issuer)
COMTEX NEWS NETWORK,
INC.
(Names of
Persons Filing Statement)
(Title of
Class of Securities)
(CUSIP
Number of Class of Securities)
Chip
Brian
President
and Chief Executive Officer
Comtex
News Network, Inc.
625 North
Washington Street, Suite 301
Alexandria,
Virginia 22314
(Name,
Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
Copy
to:
Marc E.
Levy, Esq.
Luse
Gorman Pomerenk & Schick, P.C.
5335
Wisconsin Avenue, NW, Suite 780
Washington,
DC 20015
(202)
274-2000
(202)
362-2902 (facsimile)
This
statement is filed in connection with (check the appropriate
box):
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a.
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x
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934 (the “Act”).
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b.
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o
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The filing of a registration statement under the
Securities Act of 1933.
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c.
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o
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A tender
offer.
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d.
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o
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None of the
above.
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Check the following box if
the soliciting materials or information statement referred to in checking box
(a) are preliminary copies:
o
Check the following box if
the filing fee is a final amendment reporting the results of the transaction:
o
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Calculation
of Filing Fee
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Transaction
valuation*
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Amount
of filing fee
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$126,150
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$25.23**
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*
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Calculated
solely for the purpose of determining the filing fee, which was based upon
the price of $0.29 per share for the fractional shares that would
otherwise have been issued pursuant to the reverse stock split, multiplied
by our estimate of the maximum number of fractional shares to be purchased
(435,000).
|
|
o
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of filing.
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Amount
Previously Paid: Not applicable
Form or
Registration No.: Not applicable
Filing
Party: Not applicable
Date
Filed: Not applicable
INTRODUCTION
This
Amendment No. 3 amends and supplements the Rule 13e-3 Transaction Statement on
Schedule 13E-3 filed on February 5, 2010, Amendment No. 1 thereto filed on
March 16, 2010 and Amendment No. 2 thereto filed on April 7, 2010 (as
amended, the “Schedule 13E-3”) by Comtex News Network, Inc. (the
“
Company
”
). Concurrently
with the filing of this Schedule 13E-3, the Company is filing its revised
Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
“Exchange Act
”
).
The Proxy Statement is filed as Exhibit 16(a)(1)(i) to the Schedule 13E-3.
The information in the Proxy Statement, including all annexes thereto, is
expressly incorporated by reference herein in its entirety and the responses to
each item herein are qualified in their entirety by the information contained in
the Proxy Statement and the annexes thereto. Capitalized terms used but
not defined herein have the meanings given to them in the Proxy
Statement.
All
references to subsections in the Items below are to the subsection of the
applicable Item in Regulation M-A.
ITEM
1. SUMMARY
TERM SHEET
The
information required by this Item is set forth under “Summary Term Sheet” and
“Questions and Answers Regarding the Reverse Stock Split” in the Proxy Statement
and is incorporated herein by reference.
ITEM
2.
SUBJECT COMPANY INFORMATION
(a) The
name of the issuer is Comtex News Network, Inc. The Company’s principal
executive office is located at 625 North Washington Street, Suite 301,
Alexandria, Virginia, and its business telephone number is (703)
820-2000.
(b) As
of March 12, 2010, the Company had 15,794,200 shares of common stock, $0.01 par
value per share (“Common Stock”), issued and outstanding.
(c) The
information required by this Item is set forth under “Proposal No. 2—Price Range
of Common Stock; Dividends; Trading Volume” in the Proxy Statement and is
incorporated herein by reference.
(d) The
information required by this Item is set forth under “Proposal No. 2—Price Range
of Common Stock; Dividends; Trading Volume” in the Proxy Statement and is
incorporated herein by reference.
(e) The
Company has not made an underwritten public offering of the Common Stock for
cash during the past three years that was registered under the Securities Act of
1933 or was exempt from registration under Regulation A (Securities Act Rules
251 through 263).
(f) The
Company has not purchased any of its shares of Common Stock during the past two
years.
ITEM
3. IDENTITY
AND BACKGROUND OF FILING PERSON.
(a) The
filing person to which this Schedule 13E-3 relates is the issuer, Comtex News
Network, Inc. The name, business address and business telephone number of the
Company is set forth in Item 2(a) above. The names, titles and business
addresses of each executive officer, director and controlling stockholder of the
Company are follows:
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Chip
Brian
President
and Chief Executive Officer
Comtex
News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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Kathy
Ballard
Vice
President, Operations
Comtex
News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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Paul
Sledz
Controller
and Treasurer
Comtex
News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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C.W.
Gilluly, Ed.D.
Chairman
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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William
J. Howard
Director
c/o
Comtex News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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Robert
J. Lynch, Jr.
Director
c/o
Comtex News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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Erik
Hendricks
Director
c/o
Comtex News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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Pieter
Vanbennekom
Director
c/o
Comtex News Network, Inc.
625
North Washington Street, Suite 301
Alexandria,
Virginia 22314
(703)
820-2000
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(b) Not
applicable.
(c)(1)-(2) The
information required by this Item is set forth under “Proposal No. 1—Election of
Directors” and “—Executive Officers” in the Proxy Statement and is incorporated
herein by reference.
(c)(3) None
of the individuals listed in response to Item (c)(1) and (2) above has been
convicted in a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors).
(c)(4) No
individual listed in response to Item (c)(1) and (2) above has been a party to
any judicial or administrative proceeding during the past five years (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the individual from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
(c)(5) Each
of the individuals listed in response to Item (c)(1) and (2) is a citizen of the
United States.
(d) Not
required.
ITEM
4. TERMS
OF THE TRANSACTION.
(a) The
information required by this Item is set forth under “Special
Factors—Purpose of, Alternatives to, Reasons for and Effects of the Reverse
Stock Split—Effects of the Reverse Stock Split” in the Proxy Statement and is
incorporated herein by reference.
(b) Not
required.
(c)
The information required by this Item is set forth under “Special
Factors—Purpose of, Alternatives to, Reasons for and Effects of the Reverse
Stock Split —Effects of the Reverse Stock Split—Effects on Stockholders Holding
Fewer Than 1,000 Shares of Common Stock” and “—Effects on Stockholders Holding
1,000 or More Shares of Common Stock” in the Proxy Statement and is incorporated
herein by reference.
(d)
The information required by this Item is set forth under “Proposal No. 2—No
Dissenters’ Rights” in the Proxy Statement and is incorporated herein by
reference.
(e)
Security holders will be entitled to access to the Company’s corporate
records in the manner permitted by Delaware law. The Company is
making no special provision to grant unaffiliated security holders access to its
corporate files or to allow unaffiliated security holders to obtain counsel or
appraisal services at the expense of the Company.
(f
) Not
applicable.
ITEM
5. PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1) The
information required by this Item is set forth under “Proposal No. 1—Election of
Directors—Executive Compensation” and “—Certain Relationships and Related
Transactions, and Director Independence” in the Proxy Statement and is
incorporated herein by reference.
(a)(2) Not
applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Not required.
(e)
Not applicable.
ITEM
6. PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)
Not required.
(b) The
fractional shares of Common Stock purchased by the Company in connection with
the Reverse Stock Split will be cancelled and will become authorized but
unissued Common Stock of the Company. The information required by
this Item is set forth under “Proposal No. 2—Exchange of Stock Certificates” in
the Proxy Statement and is incorporated herein by reference.
(c)(1)-(5)
Not applicable.
(c)(6)-(8) As
a result of the Reverse Stock Split, the Common Stock will no longer be quoted
on the Over-the-Counter Electronic Bulletin Board of the Financial Institutions
Regulatory Authority, the Common Stock will become eligible for termination of
registration under the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the “Exchange Act”), and the Company’s
obligation to file periodic reports under the Exchange Act will be
suspended. The information required by this Item is set forth under
“Special Factors—Purpose of, Alternatives to, Reasons for and Effects of the
Reverse Stock Split—Effects of the Reverse Stock Split—Effects on the Company”
in the Proxy Statement and is incorporated herein by reference.
(d)
Not required.
ITEM
7. PURPOSES,
ALTERNATIVES, REASONS AND EFFECTS.
(a) The
information required by this Item is set forth under “Special Factors—Purpose
of, Alternatives to, Reasons for and Effects of the Reverse Stock Split—Purpose
of the Reverse Stock Split” and “Proposal No. 2—Background Events” in the Proxy
Statement and is incorporated herein by reference.
(b) The
information required by this Item is set forth under “Special Factors—Purpose
of, Alternatives to, Reasons for and Effects of the Reverse Stock
Split—Alternatives to the Reverse Stock Split” in the Proxy Statement and is
incorporated herein by reference.
(c) The
information required by this Item is set forth under “Special Factors—Purpose
of, Alternatives to, Reasons for and Effects of the Reverse Stock Split—Reasons
for the Reverse Stock Split” and “Proposal No. 2—Background Events” in the Proxy
Statement and is incorporated herein by reference.
(d) The
information required by this Item is set forth under “Special Factors—Purpose
of, Alternatives to, Reasons for and Effects of the Reverse Stock Split—Effects
of the Reverse Stock Split—Effects on the Company,” “—Effects on Stockholders
Holding Fewer Than 1,000 Shares of Common Stock,” “—Effects on Stockholders
Holding 1,000 or More Shares of Common Stock,” “—Effects on Option Holders,”
“—Special Effects on Affiliated Persons,” “—Federal Income Tax Consequences,”
“—Benefits of the Reverse Stock Split” and “—Detriments of the Reverse Stock
Split” in the Proxy Statement and is incorporated herein by
reference.
ITEM
8. FAIRNESS
OF THE TRANSACTION.
(a) The
Company believes that the Reverse Stock Split is fair to unaffiliated
stockholders. No director dissented as to, or abstained from voting
on, the Reverse Stock Split.
(b) The
information required by this Item is set forth under “Special Factors—Purpose
of, Alternatives to, Reasons for and Effects of the Reverse Stock Split
—Alternatives to the Reverse Stock Split” and “—Fairness of the Reverse Stock
Split—Factors Considered in Determining Fairness” in the Proxy Statement and is
incorporated herein by reference.
(c) The
Reverse Stock Split requires the approval of the holders of a majority of the
outstanding shares of the Common Stock. The separate approval of
unaffiliated stockholders is not required. The information set forth
under “Special Factors—Purpose of, Alternatives to, Reasons for and Effects of
the Reverse Stock Split—Fairness of the Reverse Stock Split—Factors Considered
in Determining Fairness” and “—Approval of Stockholders” in the Proxy Statement
is incorporated herein by reference.
(d) No
representative has been retained to act on behalf of unaffiliated stockholders
for purposes of negotiating the terms of the Reverse Stock Split or preparing a
report concerning the fairness of the Reverse Stock Split. The
information set forth under “Special Factors—Purpose of, Alternatives to,
Reasons for and Effects of the Reverse Stock Split—Fairness of the Reverse Stock
Split—Factors Considered in Determining Fairness” and “—Unaffiliated
Representative; Access to Information” in the Proxy Statement is incorporated
herein by reference.
(e) The
Reverse Stock Split was approved by all of the directors, including all
directors who are not employees of the Company. The information set
forth under “Special Factors—Purpose of, Alternatives to, Reasons for and
Effects of the Reverse Stock Split—Fairness of the Reverse Stock Split—Factors
Considered in Determining Fairness” and “—Approval of Directors” in the Proxy
Statement is incorporated herein by reference.
(f)
The Company has not received any firm offer by any
unaffiliated person during the past two years for (i) the merger or
consolidation of the Company with or into another company, or vice versa, (ii)
the sale or a transfer of all, or any substantial part of, the assets of the
Company, or (iii) the purchase of the Company’s securities that would enable the
holder to exercise control of the Company. The information set forth
under “Special Factors—Purpose of, Alternatives to, Reasons for and Effects of
the Reverse Stock Split—Fairness of the Reverse Stock Split—Factors Considered
in Determining Fairness” and “—Other Offers” in the Proxy Statement is
incorporated herein by reference.
ITEM
9. REPORTS,
OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The
Company has not received any report, opinion or appraisal from an outside party
that is materially related to the Reverse Stock Split. The
information set forth under “Special Factors—Purpose of, Alternatives to,
Reasons for and Effects of the Reverse Stock Split—Fairness of the Reverse Stock
Split—Factors Considered in Determining Fairness” and “—Reports, Opinions,
Appraisals and Negotiations” in the Proxy Statement is incorporated herein by
reference.
(b) Not
applicable.
(c) Not
applicable.
ITEM
10. SOURCE
AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)
In connection with the Reverse Stock Split,
the Company expects to purchase fractional shares totaling approximately 435,000
shares of Common Stock at a price of $0.29 per share, for a total expenditure of
approximately $126,150. The Company intends to use available working
capital to fund such purchases.
(b) Not
applicable.
(c) The
Company expects to incur, and will be solely responsible for the payment of, the
following fees and expenses in connection with the Reverse Stock
Split:
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Expenses
of Purchase of Fractional Shares
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$
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126,150
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Legal
Fees
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25,000
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Printing,
Filing and Mailing Expenses
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4,300
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Transfer
Agent Fees and Expenses
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19,000
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Information
Agent Fees and Expenses
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6,000
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Miscellaneous
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5,000
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Total
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$
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185,450
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(d) Not
applicable.
ITEM
11. INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
(a) The
information required by this Item is set forth under “Proposal No. 1—Election of
Directors—Beneficial Ownership of Common Stock” and “Special Factors—Purpose of,
Alternatives to, Reasons for and Effects of the Reverse Stock Split—Effects of
the Reverse Stock Split—Special Effects on Affiliated Persons”” in the Proxy
Statement and is incorporated herein by reference.
(b) Neither
the Company nor any executive officer, director, affiliate or subsidiary of the
Company, or any of the Company’s pension, profit sharing or similar plans, has
engaged in any transaction in the Common Stock during the past 60
days.
ITEM
12. THE
SOLICITATION OR RECOMMENDATION.
(a)-(c) Not
required.
(d) The
Company has not granted any stockholder (including any executive officer,
director or affiliate) any voting or similar right in connection with the
Reverse Stock Split. To the extent known by the Company after
reasonable inquiry, each executive officer and director of the Company intends
to vote his or her shares of Common Stock in favor of the Reverse Stock
Split. The executive officers and directors of the Company will
receive cash in lieu of any fractional shares created by the Reverse Stock
Split. The information set forth under “Special Factors—Purpose of,
Alternatives to, Reasons for and Effects of the Reverse Stock Split—Effects of
the Reverse Stock Split—Effects on Stockholders Holding 1,000 or More Share of
Common Stock” and “—Special Effects on Affiliated Persons” in the Proxy
Statement is incorporated herein by reference.
(e) The
Company’s Board of Directors has unanimously recommended that the stockholders
of the Company approve the Reverse Stock Split. The information set
forth under “Special Factors—Fairness of the Reverse Stock Split—Factors
Considered in Determining Fairness” in the Proxy Statement is incorporated
herein by reference. To the extent known by the Company after
reasonable inquiry, no executive officer (other than executive officers who also
serve on the Board of Directors) or affiliate of the Company has made a
recommendation either in support of or opposed to the Reverse Stock
Split.
ITEM
13. FINANCIAL
STATEMENTS.
(a) The
financial statements included in (i) the Company’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2009, (ii) the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2009, and (iii) the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 2009, each as filed with the SEC, are attached as Annex I, Annex II and
Annex III, respectively, to the Proxy Statement and are incorporated herein by
reference. Certain of the information required by this Item 13(a)
with respect to the calculation of the Company’s ratio of earnings to fixed
charges and net book value per share calculations is set forth under “Other
Information—Financial and Other Information Regarding the Company” in the Proxy
Statement and is incorporated herein by reference.
(b) No
pro forma financial statements are included in this filing or in any of the
disclosure documents to be mailed to stockholders, as the Reverse Stock Split is
not anticipated to have a material impact on the Company’s financial condition
or results of operations.
(c) Not
required.
ITEM
14. PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No
outside person will be directly or indirectly retained, employed or compensated
to make solicitations or recommendations in connection with the Reverse Stock
Split. S. Amber Gordon, the Corporate Secretary of the Company, will act as
information agent for the Reverse Stock Split. She will receive no
separate compensation for serving in such capacity. The Company’s transfer
agent, American Stock Transfer & Trust Company LLC, will perform certain
services in connection with the Reverse Stock Split, and will be paid customary
fees and expenses for its services. See Item 10(c)
above. Neither the information agent nor the transfer agent has been
authorized to make any solicitation or recommendation with respect to the
Reverse Stock Split.
(b) Employees
of the Company may perform administrative tasks in connection with the Reverse
Stock Split, and they will be not be separately compensated for such
services. The Company’s directors, officers and employees may also
solicit proxies in person, by telephone or through other forms of communication,
but these persons will not receive any additional compensation for the
solicitations.
ITEM
15. ADDITIONAL
INFORMATION.
(a) Not
required.
(b) All
information set forth in the Proxy Statement is incorporated herein by
reference.
ITEM
16. EXHIBITS.
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16(a)(1)(i)
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Preliminary
Proxy Statement on Schedule 14A, dated April 7, 2010
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16(a)(1)(ii)
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Press
Release, dated February 5, 2010*
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16(a)(1)(iii)
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Press
Release, dated April 7, 2010
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* Previously
filed.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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COMTEX NEWS NETWORK,
INC.
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/s/ Chip
Brian
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Chip
Brian
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President and Chief
Executive Officer
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Dated:
April 7, 2010
10
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