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RAE Systems 8-K 2011 Table of Contents
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 June 16, 2011
Date of Report (Date of earliest event reported) RAE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
3775 North First Street
San Jose, CA 95134 (Address of principal executive offices, including zip code) (408) 952-8200
(Registrant’s telephone number, including area code) 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:
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INTRODUCTORY NOTE
On June 16, 2011, RAE Systems Inc., a Delaware corporation (the “Company”), completed
its merger (the “Merger”) with Ray Merger Sub Corporation, a Delaware corporation
(“Merger Sub”) and a wholly owned subsidiary of Ray Holding Corporation, a Delaware
corporation (“Parent”), pursuant to the terms of the previously announced Agreement and
Plan of Merger dated January 18, 2011, as amended on April 3, 2011, May 17, 2011, May 20, 2011 and
May 24, 2011 (as so amended, the “Merger Agreement”), by and among, Parent, Merger Sub and
the Company. As a result of the Merger, the Company is now controlled by Parent, which is
controlled by affiliates of Vector Capital IV International, L.P., Vector Capital Entrepreneur Fund
III, L.P. and Vector Capital III International, L.P. (collectively,
“Vector”).
In connection with the completion of the Merger , the Company notified the New York Stock
Exchange (the “NYSE”) of its intent to remove its common stock from listing on the NYSE and
requested the NYSE to file a delisting application on Form 25 with the Securities and Exchange
Commission (the “SEC”) to delist and deregister its common stock. The Company will file with the
SEC a certification on Form 15 under the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), requesting the deregistration of the Company’s common stock and the suspension of
the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.
As of the effective time of the Merger, each share of Company common stock (other than shares
of Company common stock owned by (i) Parent, Merger Sub or any other direct or indirect wholly
owned subsidiary of Parent, including shares contributed to Parent by Robert I. Chen, President and
Chief Executive Officer of the Company, Peter Hsi, Chief Technology Officer of the Company and
certain trusts controlled by them (together, the “Rollover
Holders”), (ii) the Company or any
direct or indirect wholly owned subsidiary of the Company or (iii) stockholders who have properly
exercised and perfected appraisal rights under Delaware law), was converted into the right to
receive $2.25 in cash, without interest and less any applicable withholding taxes.
On June 16, 2011, Parent consummated the acquisition of 100% of the outstanding voting
securities of the Company through the Merger of Merger Sub with and into Company. The Company is
the surviving corporation in the Merger and is a wholly owned subsidiary of Parent.
The aggregate purchase price paid for all equity securities (other than shares of Company
common stock owned by (i) Parent, Merger Sub or any other direct or indirect wholly owned
subsidiary of Parent, including shares contributed to Parent by the Rollover Holders, (ii) the
Company or any direct or indirect wholly owned subsidiary of the Company or (iii) stockholders who
have properly exercised and perfected appraisal rights under Delaware law) of the Company was
approximately $96.7 million. The purchase price was funded by equity financing from Vector, Profit
Spring Investments Limited, an affiliate of CITIC Capital MB Investment Limited and the Rollover
Holders and by borrowings of $35 million pursuant to a credit agreement dated as of June 16, 2011,
among Parent, Merger Sub, RAE Systems, the several banks and other financial institutions or
entities from time to time parties to the credit agreement and Silicon Valley Bank as
administrative agent and issuing lender.
This description of the Merger does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached as Exhibits 2.1, 2.2, 2.3, 2.4 and
2.5 hereto and incorporated herein by reference. A copy of the press release announcing the
completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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In accordance with the terms of the Merger Agreement and effective as of the effective time of
the Merger (the “Effective Time”), Robert I. Chen, Peter C. Hsi, Keh-Shew Lu, Susan Wang, Lyle D.
Feisel, Sigrun Hjelmqvist and James W. Power resigned as members of the board of directors of
the Company. By virtue of the terms of the Merger Agreement, Alexander Slusky, David Fishman, and
Andrew Fishman, the directors of Merger Sub immediately prior to the Effective Time, became the
directors of the Company. Immediately following the Effective Time, Robert I. Chen and Peter C.
Hsi were elected to the board of directors.
Pursuant to the Merger Agreement, the certificate of incorporation of Merger Sub as in effect
immediately prior to the Effective Time, became the certificate of incorporation of the Company and
the bylaws of Merger Sub as in effect immediately prior to the Effective Time, became the bylaws of
the Company. The certificate of incorporation and the bylaws of the Company as so amended are
attached as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.
On June 16, 2011, RAE Systems Inc., issued the press release attached hereto as Exhibit 99.1.
(d) Exhibits
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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.
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EXHIBIT INDEX
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