Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

 

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): August 5, 2024
 

 

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-13490	76-0210849
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2002 Timberloch Place, Suite 550 The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 281-353-4475

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per share	MINDP	The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 8.01

Other Events.

 

On August 5, 2024, MIND Technology, Inc. (the “Company”) issued the attached press release regarding the rescheduled meeting of holders of its 9.00% Series A Cumulative Preferred Stock, $1.00 par value per share (the “preferred stock”). A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 8.01.

 

The information in this Item 8.01 (including the information incorporated by reference into this Item 8.01) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended January 31, 2024 (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number	Description
99.1	MIND Technology, Inc. press release dated August 5, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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.

 

	MIND Technology, Inc.
August 5, 2024	By:	/s/ Robert P. Capps
		Name: Robert P. Capps Title: President and Chief Executive Officer

 

 

Exhibit 99.1

NEWS RELEASE

	Contacts:	Rob Capps, President & CEO MIND Technology, Inc. 281-353-4475
FOR IMMEDIATE RELEASE		Ken Dennard / Zach Vaughan Dennard Lascar Investor Relations 713-529-6600 [e-mail]

 

 

MIND Technology Reminds Preferred Stockholders To Vote Proxies

 

THE WOODLANDS, TX, August 5, 2024 – MIND Technology, Inc. (“MIND” or the “Company”) (Nasdaq: MIND; MINDP) will reconvene its virtual special meeting (the “Special Meeting”) of holders of its 9% Series A Cumulative Preferred Stock (the “Preferred Stock”) on Thursday, August 29, 2024 at 9:00 a.m. Central Time. The Special Meeting is being held to approve an amendment to the Certificate of Designations, Preferences and Rights of the Preferred Stock, which provides that each share of Preferred Stock may be converted into 3.9 shares of the Company’s common stock, $0.01 par value per share, at the sole discretion of the Company’s Board of Directors (the “Preferred Stock Proposal”). Preferred stockholders have previously approved a proposal to adjourn the Special Meeting one or more times to give the Company’s management additional time to solicit additional proxies to approve the Preferred Stock Proposal. Given the length of the adjournment, a new record date of Tuesday, July 16, 2024 was established for the Special Meeting.

 

The Company filed a revised proxy statement with the Securities and Exchange Commission (the “SEC”) on July 22, 2024 and distributed such proxy to holders of record as of July 16, 2024 who will be eligible to vote at the Special Meeting. Previously voted proxies are no longer valid.

 

Rob Capps, President and CEO of MIND, stated, “We understand that the new meeting date creates some confusion since previously cast proxies are no longer valid and must be voted again. If you executed a proxy prior to July 16, 2024, that proxy is no longer valid, and you must vote again. If you have not yet received the revised proxy statement, please contact your broker or other nominee for instructions on how to vote. We encourage all holders of Preferred Stock as of July 16, 2024 to vote in favor of the Preferred Stock Proposal,” concluded Capps.

 

 

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You may obtain additional information from our information agent at the following:

 

Alliance Advisors, LLC

 

200 Broadacres Dr.

 

Bloomfield, NJ 07003

 

Call: 833-795-8497

 

E-mail: [e-mail]

 

 

Additionally, you may find further information regarding the Preferred Stock Proposal on the Company’s web site at the following:

 

PowerPoint Presentation (mind-technology.com)

 

 

About MIND Technology

 

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom. Its Seamap unit designs, manufactures, and sells specialized, high performance, marine exploration and survey equipment.

 

Forward-looking Statements

 

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, our objectives for future operations, future orders and anticipated delivery of existing orders, and future payments of dividends are forward-looking statements.  The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us.  While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions.  Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, volatility in commodity prices for oil and natural gas.

 

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Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

 

Important Additional Information And Where To Find It

 

MIND has filed with the SEC a definitive proxy statement on Schedule 14A on July 22, 2024, with respect to its solicitation of proxies for the Virtual Special Meeting of Preferred Stockholders (including any and all adjournments, postponements, continuations, and reschedulings thereof, the “Special Meeting”). PREFERRED STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER AMENDMENTS OR SUPPLEMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT MIND’S SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by MIND free of charge through the website maintained by the SEC at www.sec.gov. The Notice of Virtual Special Meeting of Preferred Stockholders and our Proxy Statement for the Special Meeting, Annual Report on Form 10-K for the fiscal year ended January 31, 2024 and our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2024 are available at

 

www.viewproxy.com/MINDTechnology/2024

 

 

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