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Share Name | Share Symbol | Market | Type |
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Rae Systems Common Stock | AMEX:RAE | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
RAE Systems Inc.
3775 North First Street San Jose, California 95134 Attention: Randall Gausman (408) 952-8200 |
Susan Wang
Chairman of the Special Committee of the Board of Directors of RAE Systems Inc. 3775 North First Street San Jose, California 95134 (408) 952-8200 |
Ray Holding Corporation
Ray Merger Sub Corporation Vector Capital III, L.P. Vector EntrePreneur Fund III, L.P. Vector Capital IV, L.P. Vector Capital Partners III, L.P. Vector Capital Partners IV, L.P. Vector Capital, L.L.C. Alexander R. Slusky c/o Vector Capital Corporation One Market Street, Steuart Tower, 23rd Floor San Francisco, CA 94105 (415) 293-5000 |
Chen Revocable Trust DTD
5/8/2001 Chen Family Foundation Hsi Family Trust Robert I. Chen Peter C. Hsi Lien Q. Chen c/o RAE Systems Inc. 3775 North First Street San Jose, California 95134 (408) 952-8200 |
David K. Michaels, Esq.
Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 (650) 988-8500 |
Steve L. Camahort, Esq.
Shearman & Sterling LLP 525 Market Street, 15 th Floor San Francisco, CA 94105 (415) 616-1100 |
Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation One Market Street, Spear Tower Suite 3300 San Francisco, California 94105 (650) 947-2000 |
a.
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þ | The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934. | ||
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b.
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o | The filing of a registration statement under the Securities Act of 1933. | ||
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c.
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o | A tender offer. | ||
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d.
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o | None of the above. |
Transaction valuation* | Amount of filing fee* | ||||
$107,502,683
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$12,481.06 | ||||
* | This calculation is based upon $0.0001161 multiplied by transaction valuation shown above. For purposes of calculating this fee only, the transaction valuation is based on the aggregate number of securities to which the transaction applies multiplied by the merger consideration of $2.25 per share. For purposes of calculating the aggregate number of securities only, this number is based on (i) 46,119,207 shares of RAE Systems Inc. common stock outstanding and owned by stockholders other than 13,392,857 shares (the Rollover Shares) owned by the Rollover Holders (as defined below); and (ii) outstanding stock options to purchase an aggregate of 3,385,030 shares of RAE Systems Inc. common stock with exercise prices below $2.25 which are eligible to be cashed out in the merger. For purposes of calculating the per unit price, this price is based on the fact that (i) each outstanding share of common stock owned by stockholders (other than the Rollover Holders with respect to the Rollover Shares) will be converted into the right to receive $2.25 in cash, without interest, and (ii) each outstanding stock option to purchase shares of RAE Systems Inc. common stock with a per share exercise price less than $2.25 will be converted into the right to receive a cash payment equal to (a) the excess of $2.25 over the per share exercise price for the shares of common stock subject to such stock option, multiplied by (b) the number of shares of common stock underlying such stock option. |
þ | Check the box if any part of the fee is offset as provided by Section 240.0-11(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 its filing. |
(a) | Name and Address . The principal executive office of the subject company, RAE Systems Inc., is 3775 North First Street, San Jose, California 95134, and its telephone number is (408) 952-8200. | |
(b) | Securities . The information set forth under the caption The Special MeetingRecord Date; Stock Entitled to Vote; Quorum of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. The exact title of the subject class of equity securities is common stock, $0.001 par value per share. | |
(c) | Trading Market and Price . The information set forth under the caption Important Information Concerning RAE SystemsMarket Price and Dividend Data of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. | |
(d) | Dividends . The information set forth under the caption Important Information Concerning RAE SystemsMarket Price and Dividend Data of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. | |
(e) | Prior Public Offerings . The information set forth under the caption Important Information Concerning RAE SystemsPrior Public Offerings of the Proxy Statement is incorporated herein by reference. | |
(f) | Prior Stock Purchases . The information set forth under the caption Important Information Concerning RAE SystemsTransactions in Shares of the Proxy Statement is incorporated herein by reference. |
(a) | Name and Address. | |
The business address and business telephone number of RAE Systems, the subject company, and all of directors and executive officers of RAE Systems are as stated in Item 2(a). | ||
Robert I. Chen is the Chairman and Chief Executive Officer of RAE Systems. Peter C. Hsi is the Chief Technology Officer of RAE Systems. Lien Q. Chen is the Director of Information Systems of RAE Systems. | ||
Chen Revocable Trust DTD 5/8/2001 (the RLC Trust) is organized under the laws of the State of California for the purpose of holding assets of Robert I. and Lien Q. Chen in trust. Robert I. and Lien Q. Chen serve as the trustees of the RLC Trust. The business address of the RLC Trust is c/o Robert I. Chen, RAE Systems Inc., 3775 North First Street, San Jose, California 95134. The telephone number for the RLC Trust is (408) 952-8200. | ||
The Chen Family Foundation (the Chen Foundation) is a corporation organized under the laws of the State of California to hold certain assets of Robert I. and Lien Q. Chen for estate planning purposes. Robert I. and Lien Q. Chen serve as directors of the Chen Foundation. The business address of the Chen Foundation is c/o Robert I. Chen, RAE Systems Inc., 3775 North First Street, San Jose, California 95134. The telephone number for the Chen Foundation is (408) 952-8200. | ||
Hsi Family Trust (the Hsi Family Trust) is organized under the laws of the State of California for the purpose of holding assets of Peter C. Hsi and Sandy Hsi in trust. Peter and Sandy Hsi serve as the trustees of the Hsi Family Trust. The business address of the Hsi Family Trust is c/o Peter C. Hsi, RAE Systems Inc., 3775 North First Street, San Jose, California 95134. The telephone number for the Hsi Family Trust is (408) 952-8200. | ||
Each of VC III LP, VEF III LP and VC IV LP is a Delaware limited partnership. VCP III LP is an exempt Cayman limited partnership and general partner of VC III LP and VEF III LP. VCP IV LP is an exempt Cayman limited partnership and general partner of VC IV LP. VC LLC is a Delaware limited liability company and general partner of VCP III LP and VCP IV LP. Mr. Slusky is the sole managing member of VC LLC. The business address of each is One Market Street, Steuart Tower, 23rd Floor, San Francisco, CA 94105, (415) 293-5000. | ||
(b) | Business and Background of Entities. | |
The information required by this item with respect to the Purchaser Group is set forth under the captions Summary Term SheetRay Holding Corporation and Ray Merger Sub Corporation and Special Factors Parties to the Merger |
Agreement of the Proxy Statement and is incorporated herein by reference. The state of organization of each of Purchaser, Merger Sub, VC III LP, VEF III LP, VC IV LP, and VC LLC is Delaware, VCP III LP and VCP IV LP are exempt Cayman limited partnerships, and Mr. Slusky is a United States citizen. During the past five years, no member of the Purchaser Group has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person 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. | ||
The state of organization of each of the RLC Trust, the Hsi Family Trust and the Chen Foundation is California. During the past five years, none of the RLC Trust, the Hsi Family Trust or the Chen Foundation have been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person 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) | Business and Background of Natural Persons. | |
The information required by this item with respect to all of the directors and executive officers of RAE Systems, including Mr. Chen and Dr. Hsi, is set forth under the captions Important Information Concerning RAE Systems Directors and Executive Officers of RAE Systems and Important Information Concerning RAE SystemsSecurity Ownership of Certain Beneficial Owners and Management of the Proxy Statement and is incorporated herein by reference. During the past five years, none of the directors or executive officers of RAE Systems has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person 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. All of the directors and officers of RAE Systems are U.S. citizens except Sigrun Hjelmqvist (Sweden) and Christopher Hameister (Australia) and their business telephone number is (408) 952-8200. | ||
The information required by this item with respect to the Purchaser Group is set forth under the captions Important Information Concerning RAE SystemsDirectors and Executive Officers of the Purchaser Group of the Proxy Statement and is incorporated herein by reference. During the last five years, none of Alex Slusky, David Fishman, Andrew Fishman, David Baylor, or Roy Kelvin has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or final order enjoining such person 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. Each of the individuals listed in this paragraph is a U.S. citizen and his business telephone number is (415) 293-5000. | ||
The information required by this item with respect to Mr. Chen and Dr. Hsi pertaining to Mr. Chen as a trustee and director of the RLC Trust and the Chen Foundation, respectively, and Dr. Hsi as a trustee of the Hsi Family Trust, is set forth under the captions Important Information Concerning RAE Systems Directors and Executive Officers of Voting Parties of the Proxy Statement and is incorporated herein by reference. Lien Q. Chen, Mr. Chens spouse, is also a trustee and director of the RLC Trust and the Chen Foundation, respectively. Ms. Chens principal business occupation is Director of Information Systems of RAE Systems, which position she has held for over five years. Ms. Chens business address is RAE Systems Inc., 3775 North First Street, San Jose, California 95134, and the telephone number for Ms. Chen is (408) 952-8200. Sandy Hsi, Dr. Hsis spouse, is also a trustee of the Hsi Family Trust. Ms. Hsis principal business occupation is director of Seed2Sprout Learning Center located at 7485 Village Parkway, Dublin, California, which position she has held for over five years. Ms. Hsis business number is (925) 828-2468. Each of Mr. Chen, Dr. Hsi, Ms. Chen and Ms. Hsi is a U.S. citizen and during the last five years none of them has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree, or final order enjoining such person 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. |
(a)(2) | Material Terms . The information set forth under the captions Summary Term Sheet, Questions and Answers about the Merger and the Special Meeting, The Merger Agreement, Special Factors and The Special MeetingVote Required of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. | |
(c) | Different Terms. The information set forth under the caption Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, and under the captions Summary Term Sheet, Special FactorsPurposes and Plans for RAE Systems After the Merger, Special FactorsFinancing, Special FactorsRollover Agreements, Special FactorsVoting Agreements, Special FactorsCertain Effects of the |
Merger, and The Merger AgreementMerger Consideration of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | ||
(d) | Appraisal Rights. The information set forth under the captions Special FactorsAppraisal Rights and Annex CSection 262 of the Delaware General Corporation Law of the Proxy Statement is incorporated herein by reference. | |
(e) | Provisions for Unaffiliated Security Holders. The information set forth under the caption Special FactorsProvisions for Unaffiliated Security Holders of the Proxy Statement is incorporated herein by reference. | |
(f) | Eligibility for Listing or Trading. Not applicable. |
(a) | Transactions . The information set forth under the caption Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. During the past two years, no other transactions have occurred between the natural persons listed in the second paragraph of Item 3(c) above, on the one hand, and any executive officer or director of RAE Systems or RAE Systems, on the other hand. | |
(b) | Significant Corporate Events. The information set forth under the caption Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. | |
(c) | Negotiations or Contacts. The information set forth under the caption Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. | |
(d) | Conflicts of Interest. The information set forth under the captions Special FactorsBackground of the Merger and Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the captions Special FactorsRollover Agreements, Special FactorsVoting Agreements, and Special FactorsCertain Effects of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(e) | Agreements Involving the Subject Companys Securities. The information set forth under the captions Summary Term Sheet, Special FactorsFinancing, Special FactorsRollover Agreements, Special FactorsVoting Agreements, and The Merger Agreement of the Proxy Statement, as supplemented by Proxy Supplement III, and under the caption Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. |
(b) | Use of Securities Acquired . The information set forth under the captions Special FactorsCertain Effects of the Merger and The Merger Agreement of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(c)(1)-(8) | Plans . The information set forth under the captions Summary Term Sheet, Special FactorsPurposes and Plans for RAE Systems After the Merger, and The Merger Agreement of the Proxy Statement, as supplemented by Proxy Supplement III, and under the caption Special FactorsInterests of Our Directors and Executive Officers in the MergerTransactions with the Rollover Holders of the Proxy Statement, as supplement by Proxy Supplement IV, is incorporated herein by reference. |
(a) | Purposes . The information set forth under the captions Summary Term Sheet, Questions and Answers about the Merger and the Special Meeting, and Special Factors Purposes and Reasons for the Merger of the Purchaser Group of the Proxy Statement, as supplemented by Proxy Supplement III, and under the captions Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, and Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. | |
(b) | Alternatives . The information set forth under the captions Special FactorsBackground of the Merger, Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, Special Factors Purposes and |
Reasons for the Merger of the Purchaser Group, and Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. | ||
(c) | Reasons . The information set forth under the captions Special FactorsBackground of the Merger, Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, Special Factors Purposes and Reasons for the Merger of the Purchaser Group, and Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the caption and Special FactorsPurposes and Plans for RAE Systems After the Merger of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(d) | Effects . The information set forth under the captions Special FactorsCertain Effects of the Merger, Special FactorsMaterial U.S. Federal Income Tax Consequences of the Merger, Special FactorsPurposes and Plans for RAE Systems After the Merger, Special FactorsAppraisal Rights, and Annex CSection 262 of the Delaware General Corporation Law of the Proxy Statement, as supplemented by Proxy Supplement III, and under the caption Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplement by Proxy Statement IV, is incorporated herein by reference. |
(a) | Fairness . The information set forth under the caption Summary Term Sheet, of the Proxy Statement, as supplemented by Proxy Supplement III, under the captions Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, and Special FactorsPosition of the Purchaser Group as to the Fairness of the Merger, Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger, and Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, and the information set forth under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee and in Annex BOpinion of UBS Securities LLC to the Proxy Statement, is incorporated herein by reference. | |
(b) | Factors Considered in Determining Fairness . The information set forth under the caption Special FactorsBackground of the Merger, Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, Special FactorsPosition of the Purchaser Group as to the Fairness of the Merger, Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger, and Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the captions Special FactorsPurposes and Plans for RAE Systems After the Merger of the Proxy Statement, as supplemented by Proxy Supplement III, and the information set forth under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee and in Annex BOpinion of UBS Securities LLC to the Proxy Statement, is incorporated herein by reference. | |
(c) | Approval of Security Holders . The information set forth under the caption The Special MeetingVote Required of the Proxy Statement is incorporated herein by reference. | |
(d) | Unaffiliated Representative . An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for the purposes of negotiating the terms of the transaction and/or preparing a report concerning the fairness of the transaction. | |
(e) | Approval of Directors . The information set forth under the Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. | |
(f) | Other Offers . The information set forth under the caption Special FactorsBackground of the Merger, and Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, is incorporated herein by reference. |
(a) | Report, Opinion, or Appraisal . The information set forth under the caption Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the caption Summary Term Sheet of the Proxy Statement, as supplemented by Proxy Supplement III, and the information set forth under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee and in Annex BOpinion of UBS Securities LLC to the Proxy Statement, is incorporated herein by reference. |
(b) | Preparer and Summary of the Report, Opinion, or Appraisal . The information set forth under the caption Special FactorsBackground of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the caption Special FactorsFinancing of the Proxy Statement, as supplemented by Proxy Supplement III, and the information set forth under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee and in Annex BOpinion of UBS Securities LLC to the Proxy Statement, is incorporated herein by reference. | |
(c) | Availability of Documents . The information set forth under the caption Other MattersWhere You Can Find More Information of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of RAE Systems during regular business hours by any interested holder of RAE Systems common stock or any representative who has been so designated in writing. |
(a) | Source of Funds . The information set forth under the captions Summary Term Sheet Financing, Special FactorsFinancing and Special FactorsGuarantee of Payment of Merger Consideration of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(b) | Conditions . The information set forth under the captions Summary Term Sheet Financing, Special FactorsFinancing and Special FactorsGuarantee of Payment of Merger Consideration of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(c) | Expenses . The information set forth under the caption Special FactorsEstimated Fees and Expenses of the Proxy Statement, as supplemented by Proxy Supplement IV, is incorporated herein by reference. | |
(d) | Borrowed Funds . The information set forth under the captions Special FactorsFinancing of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. |
(a) | Securities Ownership . The information required by this item with respect to all directors and executive officers of RAE Systems, including Mr. Chen and Dr. Hsi, is set forth under the caption Important Information Concerning RAE Systems Security Ownership of Certain Beneficial Owners and Management of the Proxy Statement and is incorporated herein by reference. The Purchaser Group collectively beneficially owns 21,451,772 shares of RAE Systems common stock. | |
(b) | Securities Transactions . The information set forth under the caption Important Information Concerning RAE Systems Transactions in Shares of the Proxy Statement is incorporated herein by reference. Except for the termination of the voting agreements as described in the Proxy Statement, the Purchaser Group has not effected any transaction in RAE Systems common stock during the past 60 days. Except for the termination of the voting agreements as described in the Proxy Statement, Mr. Chen, Dr. Hsi, Ms. Chen, the RLC Trust, the Chen Foundation and the Hsi Family Trust have not effected any transaction in RAE Systems common stock during the past 60 days. |
(d) | Intent to Tender or Vote in a Going-Private Transaction . The information set forth under the captions Special FactorsBackground of the Merger, Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, and Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the captions Summary Term Sheet, Questions and Answers about the Merger and the Special MeetingQ: How do RAE Systems directors and executive officers intend to vote?, Special FactorsPurposes and Plans for RAE Systems After the Merger, Special FactorsVoting Agreements and Important Information Concerning RAE Systems Directors and Executive Officers of RAE Systems of the Proxy Statement, as supplemented by Proxy Supplement III, and under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee of the Proxy Statement is incorporated herein by reference. |
(e) | Recommendations of Others . The information set forth under the captions Special FactorsBackground of the Merger, Special FactorsReasons for the Merger of RAE Systems and Recommendation of the Board of Directors, and Special FactorsPurposes and Reasons of the Rollover Holders for the Merger and Position of the Rollover Holders as to the Fairness of the Merger of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the caption and Special FactorsPurposes and Plans for RAE Systems After the Merger of the Proxy Statement, as supplemented by Proxy Supplement III, and under the caption Special FactorsOpinion of the Financial Advisor to RAE Systems Special Committee of the Proxy Statement is incorporated herein by reference. |
(a) | Financial Information . The information set forth under the captions Important Information Concerning RAE SystemsSelected Historical Financial Data, Important Information Concerning RAE SystemsRatio of Earnings to Fixed Charges, and Important Information Concerning RAE SystemsBook Value Per Share of the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, and under the captions Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Shareholders Equity and Comprehensive Loss, and Consolidated Statements of Cash Flows in RAE Systems Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 31, 2011. | |
(b) | Pro Forma Information . Not applicable. |
(a) | Solicitations or Recommendations . The information set forth under the captions Special FactorsEstimated Fees and Expenses and Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, and under the caption The Special MeetingSolicitation of Proxies and Expense of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. | |
(b) | Employees and Corporate Assets . The information set forth under the caption Special FactorsInterests of Our Directors and Executive Officers in the Merger of the Proxy Statement, as supplemented by Proxy Supplement IV, and under the caption The Special Meeting Solicitation of Proxies and Expense and of the Proxy Statement, as supplemented by Proxy Supplement III, is incorporated herein by reference. |
Other Material Information . The information contained in the Proxy Statement, as supplemented by Proxy Supplement III and Proxy Supplement IV, including all annexes thereto, is incorporated in its entirety herein by reference. There is litigation related to the Merger. The information set forth under the caption Special FactorsLitigation Related to the Merger of the Proxy Statement is incorporated herein by reference. |
(a)(1)
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Not applicable. | |
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(a)(2)(i)
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Copy of Letter to Stockholders from the Secretary of RAE Systems Inc., incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 9, 2011. | |
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(a)(2)(ii)
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Copy of Notice of Special Meeting of Stockholders, incorporated by reference to the Proxy Statement. | |
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(a)(2)(iii)
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Form of Proxy Card, incorporated by reference to the Proxy Statement. | |
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(a)(3)(i)
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Proxy Statement, incorporated by reference to the Proxy Statement. | |
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(a)(3)(ii)
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Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 16, 2011. | |
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(a)(3)(iii)
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Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 28, 2011. | |
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(a)(3)(iv)
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Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on May 12, 2011. | |
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(a)(3)(v)
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Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on May 31, 2011. | |
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(a)(4)
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Not applicable. | |
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(a)(5)(i)
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Press Release issued by RAE Systems Inc. dated January 18, 2011, incorporated by reference to Schedule 14A Information Statement filed pursuant to Rule 14a-12 by RAE Systems Inc. on January 18, 2011. | |
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(a)(5)(ii)
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Guarantee, dated as of January 18, 2011, by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit C to Exhibit 2.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on January 19, 2011. | |
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(a)(5)(iii)
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Amendment No. 1 to Guarantee, dated as of April 3, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on April 4, 2011. | |
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(a)(5)(iv)
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Amendment No. 2 to Guarantee, dated as of May 17, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 18, 2011. | |
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(a)(5)(v)
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Amendment No. 3 to Guarantee, dated as of May 20, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 24, 2011. | |
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(a)(5)(vi)
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Amendment No. 4 to Guarantee, dated as of May 24, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 25, 2011. | |
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(b)
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Not applicable. | |
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(c)(1)
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Financial analysis materials prepared by UBS Securities, in connection with its presentation to the Special Committee of RAE Systems Inc.s Board of Directors on September 19, 2010, filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 21, 2010. | |
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(c)(2)
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Financial analysis materials prepared by UBS Securities, in connection with its presentation to the Special Committee of RAE Systems Inc.s Board of Directors on April 13, 2010, filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 21, 2010. | |
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(c)(3)
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Opinion of UBS Securities, LLC, dated September 19, 2010, incorporated by reference to Annex B to the Proxy Statement. | |
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||
(d)(1)(i)
|
Agreement and Plan of Merger, dated as of January 18, 2011, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Annex A to the Proxy Statement. | |
|
||
(d)(1)(ii)
|
Amendment No. 1 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on April 4, 2011. | |
|
||
(d)(1)(iii)
|
Amendment No. 2 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 18, 2011. | |
|
||
(d)(1)(iv)
|
Amendment No. 3 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 24, 2011. | |
|
||
(d)(1)(v)
|
Amendment No. 4 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 25, 2011. | |
|
||
(d)(2)(i)
|
Form of Rollover Agreement, dated as of January 18, 2011, by and between Chen Revocable Trust DTD 5/8/2001 and Hsi Family Trust, respectively, incorporated by reference to the Schedule 13D filed by Vector Capital III, L.P., et al. on |
|
January 28, 2011. | |
|
||
(d)(2)(ii)
|
Amendment No. 1 to Rollover Agreement, dated as of May 17, 2011, by and between RAE Systems Inc. and the Chen Revocable Trust DTD 5/8/2011, incorporated by reference to Exhibit 5 to the Schedule 13D/A filed by Robert I. Chen et al. on May 20, 2011. | |
|
||
(d)(2)(iii)
|
Amendment No. 1 to Rollover Agreement, dated as of May 31, 2011, by and between RAE Systems Inc. and Hsi Family Trust. | |
|
||
(d)(2)(iv)
|
Amendment No. 2 to Rollover Agreement, dated as of May 25, 2011, by and between RAE Systems Inc. and Chen Revocable Trust DTD 5/8/2011, incorporated by reference to Exhibit 6 to the Schedule 13D/A filed by Robert I. Chen et al. on May 26, 2011. | |
|
||
(d)(2)(v)
|
Amendment No. 3 to Rollover Agreement, dated as of May 31, 2011, by and between RAE Systems Inc. and the Chen Revocable Trust DTD 5/8/2011. | |
|
||
(d)(3)
|
Reference is made to Exhibit (a)(5)(ii). | |
|
||
(e)
|
Not applicable. | |
|
||
(f)(1)
|
Section 262 of the Delaware General Corporation Law, incorporated by reference to Annex C to the Proxy Statement. | |
|
||
(g)
|
Not applicable. | |
|
||
(h)
|
Not applicable. |
RAE SYSTEMS INC.
|
||||
By: | /s/ Randall K. Gausman | |||
Name: | Randall K. Gausman | |||
Title: | Chief Financial Officer | |||
CHEN REVOCABLE TRUST DTD 5/8/2001
|
||||
By: | /s/ Robert I. Chen | |||
Name: | Robert I. Chen | |||
Title: | Trustee | |||
By: | /s/ Lien Q. Chen | |||
Name: | Lien Q. Chen | |||
Title: | Trustee | |||
CHEN FAMILY FOUNDATION
|
||||
By: | /s/ Robert I. Chen | |||
Name: | Robert I. Chen | |||
By: | /s/ Lien Q. Chen | |||
Name: | Lien Q. Chen | |||
ROBERT I. CHEN
|
||||
By: | /s/ Robert I. Chen | |||
Name: | Robert I. Chen | |||
LIEN Q. CHEN
|
||||
By: | /s/ Lien Q. Chen | |||
Name: | Lien Q. Chen | |||
HSI FAMILY TRUST
|
||||
By: | /s/ Peter C. Hsi | |||
Name: | Peter C. Hsi | |||
Title: | Trustee | |||
By: | /s/ Sandy Hsi | |||
Name: | Sandy Hsi | |||
Title: | Trustee | |||
PETER C. HSI
|
||||
By: | /s/ Peter C. Hsi | |||
Name: | Peter C. Hsi | |||
RAY HOLDING CORPORATION | ||||||
|
||||||
|
By: |
/s/ David Baylor
|
||||
|
Title: President | |||||
|
||||||
RAY MERGER SUB CORPORATION | ||||||
|
||||||
|
By: |
/s/ David Baylor
|
||||
|
Title: President |
VECTOR CAPITAL III, L.P . | ||||||
|
By: | Vector Capital Partners III, L.P., its General Partner | ||||
|
By: | Vector Capital, L.L.C., its General Partner | ||||
|
||||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager |
VECTOR ENTREPRENEUR FUND III, L.P. | ||||||
|
By: | Vector Capital Partners III, L.P., its General Partner | ||||
|
By: | Vector Capital, L.L.C., its General Partner | ||||
|
||||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager | |||||
|
||||||
VECTOR CAPITAL IV, L.P . | ||||||
|
By: | Vector Capital Partners IV, L.P., its General Partner | ||||
|
By: | Vector Capital, L.L.C., its General Partner | ||||
|
||||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager | |||||
|
||||||
VECTOR CAPITAL PARTNERS III, L.P. | ||||||
|
By: | Vector Capital, L.L.C., its General Partner | ||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager | |||||
|
||||||
VECTOR CAPITAL PARTNERS IV, L.P. | ||||||
|
By: | Vector Capital, L.L.C., its General Partner | ||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager | |||||
|
||||||
VECTOR CAPITAL, L.L.C. | ||||||
|
||||||
|
By: |
/s/ Alexander R. Slusky
|
||||
|
Title: Member Manager | |||||
|
||||||
ALEXANDER R. SLUSKY | ||||||
|
||||||
|
/s/ Alexander R. Slusky
|
Exhibit No. | Exhibit Description | |
(a)(1)
|
Not applicable. | |
|
||
(a)(2)(i)
|
Copy of Letter to Stockholders from the Secretary of RAE Systems Inc., incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 9, 2011. | |
|
||
(a)(2)(ii)
|
Copy of Notice of Special Meeting of Stockholders, incorporated by reference to the Proxy Statement. | |
|
||
(a)(2)(iii)
|
Form of Proxy Card, incorporated by reference to the Proxy Statement. | |
|
||
(a)(3)(i)
|
Proxy Statement, incorporated by reference to the Proxy Statement. | |
|
||
(a)(3)(ii)
|
Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 16, 2011. | |
|
||
(a)(3)(iii)
|
Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on March 28, 2011. | |
|
||
(a)(3)(iv)
|
Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on May 12, 2011. | |
|
||
(a)(3)(v)
|
Supplement to Proxy Statement, incorporated by reference to Schedule 14A filed by RAE Systems Inc. on May 31, 2011. | |
|
||
(a)(4)
|
Not applicable. | |
|
||
(a)(5)(i)
|
Press Release issued by RAE Systems Inc. dated January 18, 2011, incorporated by reference to Schedule 14A Information Statement filed pursuant to Rule 14a-12 by RAE Systems Inc. on January 18, 2011. | |
|
||
(a)(5)(ii)
|
Guarantee, dated as of January 18, 2011, by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit C to Exhibit 2.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on January 19, 2011. | |
|
||
(a)(5)(iii)
|
Amendment No. 1 to Guarantee, dated as of April 3, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on April 4, 2011. | |
|
||
(a)(5)(iv)
|
Amendment No. 2 to Guarantee, dated as of May 17, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 18, 2011. | |
|
||
(a)(5)(v)
|
Amendment No. 3 to Guarantee, dated as of May 20, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 24, 2011. | |
|
||
(a)(5)(vi)
|
Amendment No. 4 to Guarantee, dated as of May 24, 2011 by Vector Capital III, L.P. and Vector Capital IV, L.P. in favor of RAE Systems Inc., incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by RAE Systems Inc. on May 25, 2011. | |
|
||
(b)
|
Not applicable. | |
|
||
(c)(1)
|
Financial analysis materials prepared by UBS Securities, in connection with its presentation to the Special Committee of RAE Systems Inc.s Board of Directors on September 19, 2010, filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 21, 2010. | |
(c)(2)
|
Financial analysis materials prepared by UBS Securities, in connection with its presentation to the Special Committee of RAE Systems Inc.s Board of Directors on April 13, 2010, filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on October 21, 2010. | |
|
||
(c)(3)
|
Opinion of UBS Securities, LLC, dated September 19, 2010, incorporated by reference to Annex B to the Proxy |
Exhibit No. | Exhibit Description | |
|
Statement. | |
|
||
(d)(1)(i)
|
Agreement and Plan of Merger, dated as of January 18, 2011, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Annex A to the Proxy Statement. | |
|
||
(d)(1)(ii)
|
Amendment No. 1 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on April 4, 2011. | |
|
||
(d)(1)(iii)
|
Amendment No. 2 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 18, 2011. | |
|
||
(d)(1)(iv)
|
Amendment No. 3 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 24, 2011. | |
|
||
(d)(1)(v)
|
Amendment No. 4 to Agreement and Plan of Merger, by and among RAE Systems Inc., Ray Holding Corporation and Ray Merger Sub Corporation, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RAE Systems Inc. on May 25, 2011. | |
|
||
(d)(2)(i)
|
Form of Rollover Agreement, dated as of January 18, 2011, by and between Chen Revocable Trust DTD 5/8/2001 and Hsi Family Trust, respectively, incorporated by reference to the Schedule 13D filed by Vector Capital III, L.P., et al. on January 28, 2011. | |
|
||
(d)(2)(ii)
|
Amendment No. 1 to Rollover Agreement, dated as of May 17, 2011, by and between RAE Systems Inc. and the Chen Revocable Trust DTD 5/8/2011, incorporated by reference to Exhibit 5 to the Schedule 13D/A filed by Robert I. Chen et al. on May 20, 2011. | |
|
||
(d)(2)(iii)
|
Amendment No. 1 to Rollover Agreement, dated as of May 31, 2011, by and between RAE Systems Inc. and Hsi Family Trust. | |
|
||
(d)(2)(iv)
|
Amendment No. 2 to Rollover Agreement, dated as of May 25, 2011, by and between RAE Systems Inc. and Chen Revocable Trust DTD 5/8/2011, incorporated by reference to Exhibit 6 to the Schedule 13D/A filed by Robert I. Chen et al. on May 26, 2011. | |
|
||
(d)(2)(v)
|
Amendment No. 3 to Rollover Agreement, dated as of May 31, 2011, by and between RAE Systems Inc. and the Chen Revocable Trust DTD 5/8/2011. | |
|
||
(d)(3)
|
Reference is made to Exhibit (a)(5)(ii). | |
|
||
(e)
|
Not applicable. | |
|
||
(f)(1)
|
Section 262 of the Delaware General Corporation Law, incorporated by reference to Annex C to the Proxy Statement. | |
|
||
(g)
|
Not applicable. | |
|
||
(h)
|
Not applicable. |
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