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): March 12, 2013
ModusLink Global Solutions, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-35319 | 04-2921333 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1601 Trapelo Road
Waltham, Massachusetts 02451
(Address of Principal Executive Offices)
(781) 663-5000
(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:
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of ModusLink Global Solutions, Inc. (the “Company”) was held pursuant to notice at the Norton’s Woods Conference Center at the American Academy of Arts and Sciences, 136 Irving Street, Cambridge, Massachusetts 02138, on March 12, 2013. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
Proposal 1 – Election of directors.
| Name |
Votes For | Votes Withheld | ||||||
| Warren G. Lichtenstein |
19,432,387 | 3,619,267 | ||||||
| Glen M. Kassan |
22,278,117 | 773,537 | ||||||
Each of Messrs. Lichtenstein and Kassan has been elected to hold office until the 2015 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified.
As described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on February 13, 2013 (the “Proxy Statement”), Messrs. Lichtenstein and Kassan were nominated by the Company’s board of directors pursuant to the terms of that certain Settlement Agreement, dated February 11, 2013, by and among the Company, Handy & Harman Ltd. (“HNH”) and certain of its affiliates party thereto. A description of the Settlement Agreement, including the expected cost to the Company, is set forth in the Proxy Statement.
Proposal 2 – Approval of an amendment to the Company’s Restated Certificate of Incorporation eliminating the classification of the Board and providing instead for the annual election of Directors commencing with the Company’s 2013 annual meeting of stockholders. The Company’s Restated Certificate of Incorporation provides that any amendment to Article Seventh may only be approved by the affirmative vote of seventy-five percent (75%) of the Company’s outstanding voting stock. As the “votes for” constituted 51.5% of the Company’s outstanding voting stock entitled to notice of and to vote at the Annual Meeting, the proposal did not meet the required threshold. Proposal 2 was not approved as a result of the following vote:
| Votes For |
Votes Against | Abstentions | ||||||||
| 22,685,642 | 321,872 | 44,140 | ||||||||
Proposal 3 – Stockholder advisory vote on executive compensation. Proposal 3 was approved by the following vote:
| Votes For |
Votes Against | Abstentions | ||||||||
| 21,681,297 | 520,669 | 849,688 | ||||||||
Proposal 4 – Approval of the sale and issuance of 7,500,000 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), at a price of $4.00 per share and warrants to purchase 2,000,000 shares of the Company’s Common Stock at an exercise price of $5.00 per share (and the issuance of such shares upon exercise of such warrants) to Steel Holdings Partners L.P., an affiliate of HNH, for an aggregate amount of $30,000,000 (the “Steel Holdings Investment”). Proposal 4 was approved by the following vote:
| Votes For |
Votes Against | Abstentions | ||||||||
| 22,143,416 | 830,661 | 77,577 | ||||||||
Proposal 5 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. Proposal 5 was approved by the following vote:
| Votes For |
Votes Against | Abstentions | ||||||||
| 35,866,682 | 1,017,152 | 536,996 | ||||||||
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| Item 8.01. | Other Events. |
On March 13, 2013, ModusLink Global Solutions, Inc. issued a news release announcing the results of the Annual Meeting and the consummation of the Steel Holdings Investment. The press release, a copy of which is filed as Exhibit 99.1 to this report, is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated March 13, 2013 | |
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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.
| MODUSLINK GLOBAL SOLUTIONS, INC. | ||||||
| Date: March 13, 2013 | By: | /s/ Peter L. Gray | ||||
| Name: | Peter L. Gray | |||||
| Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated March 13, 2013 | |
Exhibit 99.1
News Release
ModusLink Announces Results of 2012 Annual Meeting and Completion of $30 Million Investment
WALTHAM, Mass., – March 13, 2013 – ModusLink Global Solutions™ Inc. (NASDAQ: MLNK) today announced the certified voting results for ModusLink’s 2012 Annual Meeting of Stockholders (the “Annual Meeting”) held on March 12, 2013.
At the Annual Meeting, ModusLink stockholders voted to elect Warren G. Lichtenstein and Glen M. Kassan to the ModusLink Board of Directors as Class I directors.
In addition, ModusLink stockholders voted to approve the investment by Steel Partners Holdings L.P. (NYSE: SPLP, “Steel Holdings”), and the Company announced that the investment has been consummated. Under the previously announced Investment Agreement, Steel Holdings has purchased 7.5 million newly issued shares of common stock at a price of $4.00 per share, representing a cash investment in the Company, before fees and expenses, of $30 million. In addition, as part of the transaction, the Company has issued Steel Holdings warrants to acquire 2.0 million shares at an exercise price of $5.00 per share and Steel Holdings, together with certain affiliates, is allowed to purchase up to approximately 1.4 million shares of ModusLink’s outstanding common stock, subject to proportionate adjustment.
The investment transaction was consummated on March 12, 2013 and as agreed in the related settlement agreement, ModusLink Directors Edward E. Lucente and Joseph M. O’Donnell stepped down from the Board, and former Chairman Francis J. Jules and former Director and Audit Committee Chairman Michael J. Mardy, whose previous terms on the Board concluded at the Annual Meeting, were each reappointed to the Board as Class II directors. Mr. Lichtenstein will be designated Chairman of the Board of the Company in accordance with the settlement agreement.
ModusLink also reported the final results for the other proposals voted on at the Annual Meeting:
| • | Approval on an advisory basis of the compensation of the Company’s named executive officers. |
| • | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. |
| • | Stockholders did not approve the proposal to amend the Company’s Restated Certificate of Incorporation to declassify the Board of Directors, which received approximately 52% of the outstanding shares in favor but which, under the Company’s Certificate of Incorporation, required 75% of such outstanding shares to be voted in favor in order to be approved. |
About ModusLink Global Solutions, Inc.
ModusLink Global Solutions Inc. (NASDAQ: MLNK) executes comprehensive supply chain and logistics services that improve clients’ revenue, cost, sustainability and customer experience objectives. ModusLink is a trusted and integrated provider to the world’s leading companies in consumer electronics, communications, computing, medical devices, software, luxury goods and retail. The Company’s operating infrastructure annually supports more than $80 billion of its clients’ revenue and manages approximately 470 million product shipments through more than 30 sites in 15 countries across North America, Europe, and the Asia/Pacific region. For details on ModusLink’s flexible and scalable solutions visit www.moduslink.com and www.valueunchained.com, the blog for supply chain professionals.
ModusLink Global Solutions is a registered trademark of ModusLink Global Solutions, Inc. All other company names and products are trademarks or registered trademarks of their respective companies.
Contacts:
Investor:
Robert Joyce
ModusLink Investor Relations
781-663-5120
ir@moduslink.com
Media:
Teresa Osborne
ModusLink Public Relations
781-663-5153
teresa_osborne@moduslink.com
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