Entrust 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2009
(Exact name of registrant as specified in its charter)
Commission File Number: 000-24733
5400 LBJ Freeway, Suite 1340, Dallas, Texas 75240
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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:
Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on April 12, 2009, Entrust, Inc., a Maryland corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company, HAC Acquisition, Inc, a Delaware corporation (Newco), and Helen Acquisition Corporation, a Maryland corporation and a wholly owned subsidiary of Newco (Merger Sub). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, and as a result the Company will continue as the surviving corporation and a wholly owned subsidiary of Newco (the Merger). Newco is controlled by the private equity fund Thoma Bravo, LLC (TB).
On July 9, 2009, the board of directors of the Company approved the execution, delivery and performance of an amendment to the Merger Agreement (the Amendment), pursuant to which TB would acquire through Newco all of the outstanding shares of the Company for $2.00 per share in cash, and the consummation of the Merger, with eight directors voting to approve the Merger and one director (Douglas Schloss) abstaining.
The principal changes between the Merger Agreement and the Amendment include the following:
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 10, 2009, the Company issued a press release (the Press Release) announcing that it had entered into the Amendment and describing the terms of the Amendment. A copy of the Press Release is attached hereto 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.
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.