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Share Name | Share Symbol | Market | Type |
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Softbrands | AMEX:SBN | 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 | - |
Delaware | 41-2021446 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Each share of SoftBrands common stock, par value $0.01 per share (the SoftBrands Common Stock), issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive a cash amount of $0.92, without interest (the Common Stock Merger Consideration); | ||
| The shares of SoftBrands Series B Convertible Preferred Stock, par value $0.01 per share (the SoftBrands Series B Preferred Stock), issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive an aggregate cash amount of approximately $4.6 million (the Series B Preference Amount); | ||
| The shares of SoftBrands Series C-1 Convertible Preferred Stock, par value $0.01 per share (the SoftBrands Series C-1 Preferred Stock), issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive an aggregate cash amount of approximately $18.0 million, plus an amount equal to any accrued but unpaid dividends on the shares of SoftBrands Series C-1 Preferred Stock at the effective time of the Merger (the Series C-1 Preference Amount); | ||
| The shares of SoftBrands Series D Convertible Preferred Stock, par value $0.01 per share (the SoftBrands Series D Preferred Stock), issued and outstanding immediately prior to the effective time of the Merger, will be converted into the right to receive an aggregate cash amount of approximately $6.0 million, plus an amount equal to any accrued but unpaid dividends on the shares of SoftBrands Series D Preferred Stock at the effective time of the Merger (the Series D Preference Amount); | ||
| Each of SoftBrands vested or unvested options to purchase shares of SoftBrands Common Stock (each a SoftBrands Option) outstanding at the effective time of the Merger will be accelerated and canceled, and at the effective time of the Merger, converted into the right to receive a lump sum cash payment (less any applicable withholding) equal to the product obtained by multiplying (x) the total number of shares of SoftBrands Common Stock subject to such SoftBrands Option immediately prior to the effective time of the Merger by (y) the excess, if any, of the Common Stock Merger Consideration over the exercise price per share of SoftBrands Common Stock subject to such SoftBrands Option; and | ||
| Each of SoftBrands unvested restricted stock units, restricted shares and similar stock-based awards that are outstanding at the effective time of the Merger will be accelerated and canceled, and at the effective time of the Merger, converted into the right to receive a lump sum cash payment (less any applicable withholding) equal to the product of (i) the Common Stock Merger Consideration, and (ii) the number of shares of SoftBrands Common Stock subject to issuance upon settlement of such stock-based award. |
2.1 | Agreement and Plan of Merger by and among Steel Holdings, Inc., Steel Merger Sub, Inc. and SoftBrands, Inc., dated as of June 11, 2009. | ||
2.2 | Voting Agreements by and between Steel Holdings, Inc. and each of ABRY Mezzanine Partners, L.P. and ABRY Partners, LLC, dated as June 11, 2009. | ||
4.1 | Third Amendment, dated as of June 11, 2009, to the Rights Agreement, dated as of November 26, 2002, between SoftBrands, Inc. and Wells Fargo Bank, National Association, as amended by the First Amendment to the Rights Agreement, dated as of August 17, 2005, and the Second Amendment to the Rights Agreement, dated as of August 14, 2006. | ||
99.1 | Press release, dated June 12, 2009, of SoftBrands, Inc. |
SOFTBRANDS, INC.
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By: | /s/ Gregg A. Waldon | |||
Gregg A. Waldon | ||||
Senior Vice President and Chief Financial Officer | ||||
Exhibit | ||
Number | Description | |
2.1
|
Agreement and Plan of Merger by and among Steel Holdings, Inc., Steel Merger Sub, Inc. and SoftBrands, Inc., dated as of June 11, 2009. | |
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2.2
|
Voting Agreements by and between Steel Holdings, Inc. and each of ABRY Mezzanine Partners, L.P., Inc. and ABRY Partners, LLC, dated as June 11, 2009. | |
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4.1
|
Third Amendment, dated as of June 11, 2009, to the Rights Agreement, dated as of November 26, 2002, between SoftBrands, Inc. and Wells Fargo Bank, National Association, as amended by the First Amendment to the Rights Agreement, dated as of August 17, 2005, and the Second Amendment to the Rights Agreement, dated as of August 14, 2006. | |
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99.1
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Press release, dated June 12, 2009, of SoftBrands, Inc. |
1 Year Softbrands Chart |
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