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, 2014
ModusLink Global Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35319 | 04-2921333 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 1601 Trapelo Road, Suite 170 Waltham, Massachusetts |
02451 | |
| (Address of principal executive offices) | (Zip Code) |
(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 7.01. Regulation FD Disclosure.
ModusLink Global Solutions, Inc. (the “Company”) intends to amend its $50.0 million credit agreement (the “Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, dated October 31, 2012 to permit the offering of convertible senior notes due 2019 described below under Item 8.01.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).
Item 8.01. Other Events.
On March 12, 2014, the Company issued a press release announcing its intention to offer, subject to market conditions and other factors, $75 million in aggregate principal amount of convertible senior notes due 2019 to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Company also announced that it expects to grant the initial purchaser of the notes a 30-day option to purchase up to an additional $11.25 million aggregate principal amount of the notes. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release, dated March 12, 2014 | |
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 12, 2014 | By: | /s/ Steven G. Crane | ||||
| Name: | Steven G. Crane | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
News Release
MODUSLINK ANNOUNCES PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTES OFFERING
WALTHAM, Mass. March 12, 2014 — ModusLink Global Solutions, Inc. (“ModusLink”) (NASDAQ: MLNK) today announced its intention to offer $75 million aggregate principal amount of convertible senior notes due 2019 (the “notes”), subject to market conditions and other factors. The notes are to be offered and sold to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). ModusLink also expects to grant the initial purchaser of the notes a 30-day option to purchase up to an additional $11.25 million aggregate principal amount of the notes.
The notes will be unsecured and unsubordinated obligations of ModusLink, and will rank equal in right of payment with ModusLink’s other unsecured and unsubordinated indebtedness, but will be effectively subordinated in right of payment to any existing and future secured indebtedness and liabilities to the extent of the value of the collateral securing those obligations, and structurally subordinated to the indebtedness and other liabilities of ModusLink’s subsidiaries. Interest will be payable semi-annually in arrears, and the notes will be convertible into shares of ModusLink’s common stock, or, if ModusLink obtains the required consent from its shareholders, into shares of ModusLink’s common stock, cash or a combination of cash and shares of its common stock, at ModusLink’s election. Holders will have the right to require ModusLink to repurchase their notes upon the occurrence of certain fundamental changes, subject to certain conditions, at a repurchase price equal to 100% of the principal amount of the notes plus accrued and unpaid interest. ModusLink will have the right to elect to cause the mandatory conversion of the notes in whole, and not in part, at any time on or after March 6, 2017, subject to certain conditions including that the stock price of ModusLink exceeds a certain threshold. Final terms of the notes, including the interest rate, conversion rate, offering price and other terms, will be determined at the time of pricing based on negotiations with the initial purchaser of the notes.
ModusLink intends to use the net proceeds from the offering for general corporate purposes, which may include potential acquisitions and other strategic business opportunities. No material acquisitions are probable at this time.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of these securities (including ModusLink’s common stock into which the notes will be convertible), nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The notes and the shares of common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act or any other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, which include, without limitation, statements about the market for ModusLink’s products, technology, strategy, competition, expected financial performance, potential acquisitions and strategic business opportunities and other aspects of its business. Any statements about ModusLink’s business, financial results, financial condition and operations contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” or similar expressions are intended to identify forward-looking statements. Although ModusLink believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance, or achievements. ModusLink’s actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described in the “Risk Factors” sections of ModusLink’s most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the Securities and Exchange Commission, and a variety of other factors. ModusLink urges you to consider these factors carefully in evaluating the forward-looking statements contained in this press release. The forward-looking statements included in this press release are made only as of the date of this press release. ModusLink undertakes no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.
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.
Contact:
Robert Joyce
781-663-5120
ir@moduslink.com
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