(c)
Plans
. The information set forth in the Proxy Statement
under SUMMARY TERM SHEET Purpose of and Reasons for the Transaction,
Effects of the Transaction, and Special Committee and Board of Directors
Protections for Continuing Stockholders; and SPECIAL FACTORS Purpose of and
Reasons for the Transaction, Special Committee and Board of Directors
Protections for Continuing Stockholders, Background of the Transaction,
Effects of the Transaction, American Stock Exchange Listing; Pink Sheets
Listing, Fairness of the Transaction, and Conduct of the Companys
Business After the Transaction is incorporated herein by reference.
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Item 7.
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Purposes, Alternatives, Reasons and Effects
|
(a)
Purposes
. The information set forth in the
Proxy Statement under SUMMARY TERM SHEET Purpose of and Reasons for the
Transaction; and SPECIAL FACTORS Purpose of and Reasons for the
Transaction and Background of the Transaction is incorporated herein by
reference.
(b)
Alternatives
. The information set forth in
the Proxy Statement under SPECIAL FACTORS Background of the Transaction,
and Alternatives to the Transaction is incorporated herein by reference.
(c)
Reasons
. The information set forth in the
Proxy Statement under SUMMARY TERM SHEET Purpose of and Reasons for the
Transaction; and SPECIAL FACTORS Purpose of and Reasons for the
Transaction, Background of the Transaction, Alternatives to the
Transaction, and Fairness of the Transaction is incorporated herein by
reference.
(d)
Effects
. The information set forth in the Proxy Statement
under SUMMARY TERM SHEET The Transaction, Effects of the Transaction,
Special Committee and Board of Directors Protections for Continuing
Stockholders, and Material Federal Income Tax Consequences; and SPECIAL
FACTORS Purpose and Reasons for the Transaction, Special Committee and
Board of Directors Protections for Continuing Stockholders, Effects of the
Transaction, American Stock Exchange Listing; Pink Sheets Listing,
Conduct of the Companys Business After the Transaction, and Material
Federal Income Tax Consequences is incorporated herein by reference.
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Item 8.
|
Fairness of the Transaction
|
(a)
Fairness
. The information set forth in the
Proxy Statement under SUMMARY TERM SHEET Special Committee and Board of
Directors Recommendations of the Transaction, and Fairness of the
Transaction; and SPECIAL FACTORS Background of the Transaction, and
Fairness of the Transaction is incorporated herein by reference.
(b)
Factors Considered in Determining Fairness
.
The information set forth in the Proxy Statement under SUMMARY TERM SHEET
Purpose of and Reasons for the Transaction, Special Committee and Board of
Directors Protections for Continuing Stockholders, Special Committee and Board of Directors Recommendations
of the Transaction, Reservation of Rights, and Fairness of the
Transaction; and SPECIAL FACTORS Purpose of and Reasons for the
Transaction, Special Committee and Board of Directors Protections for
Continuing Stockholders,
Background of the Transaction, Alternatives to the Transaction,
Fairness of the Transaction, and Fairness Opinion of Financial Advisor is
incorporated herein by reference.
(c)
Approval of Security Holders
. The
information set forth in the Proxy Statement under SUMMARY TERM SHEET
Potential Conflicts of Interest of Officers, Directors, and Certain Affiliates
Persons, and Vote Required for Approval of the Transaction at the Special
Meeting; and SPECIAL FACTORS Fairness of the Transaction, Potential
Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,
and Stockholder Approval is incorporated herein by reference.
6
(d)
Unaffiliated Representatives
. The
information set forth in the Proxy Statement under SUMMARY TERM SHEET
Fairness of the Transaction; and SPECIAL FACTORS Background of the
Transaction, Fairness of the Transaction, and Fairness Opinion of
Financial Advisor is incorporated herein by reference.
(e)
Approval of Directors
. The information set
forth in the Proxy Statement under SUMMARY TERM SHEET Special Committee and
Board of Directors Recommendations of the Transaction, and Fairness of the
Transaction; and SPECIAL FACTORS Background of the Transaction, and
Fairness of the Transaction is incorporated herein by reference.
(f) Other
Offers.
None.
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Item 9.
|
Reports, Opinions, Appraisals and Negotiations
|
(a) Report, Opinion or Appraisal
.
The information set forth in the Proxy Statement under SUMMARY TERM SHEET
Special Committee and Board of Directors Recommendations of the Transaction
and Fairness of the Transaction; and SPECIAL FACTORS Background of the
Transaction, Fairness of the Transaction, and Fairness Opinion of
Financial Advisor is incorporated herein by reference.
(b)
Preparer and Summary of the Report, Opinion or
Appraisal
. The information set forth in the Proxy Statement under
SUMMARY TERM SHEET Special Committee and Board of Directors Recommendations
of the Transaction and Fairness of the Transaction; and SPECIAL FACTORS
Background of the Transaction, Fairness of the Transaction, and
Fairness Opinion of Financial Advisor is incorporated herein by reference.
(c)
Availability of Documents
. The full text of the fairness
opinion of Houlihan Smith & Company, Inc. (
Houlihan
) dated November 28, 2007, is attached as Annex B to
the Proxy Statement. Each of the fairness opinion of Houlihan and the Valuation
Presentation of Houlihan dated November 20, 2007 is also available for
inspection and copying at the Companys principal executive offices, 197 West
Spring Valley Avenue, Maywood, New Jersey 07607.
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Item 10.
|
Source and Amounts of Funds or Other Consideration
|
(a)
Source of Funds.
The information set forth
in the Proxy Statement under SUMMARY TERM SHEET Financing for the
Transaction; and SPECIAL FACTORS Effects of the Transaction and Source
of Funds and Expenses is incorporated herein by reference.
(b)
Conditions
. The information set forth in
the Proxy Statement under SUMMARY TERM SHEET Financing for the Transaction;
and SPECIAL FACTORS Effects of the Transaction and Source of Funds and
Expenses is incorporated herein by reference.
(c)
Expenses.
The information set forth in the
Proxy Statement under SPECIAL FACTORS Source of Funds and Expenses is
incorporated herein by reference.
(d)
Borrowed Funds
. The information set forth
in the Proxy Statement under SUMMARY TERM SHEET Financing for the
Transaction; and SPECIAL FACTORS Effects of the Transaction, and Source
of Funds and Expenses is incorporated herein by reference.
7
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Item 11.
|
Interest in Securities of the Subject Company
|
(a)
Securities Ownership.
The information set
forth in the Proxy Statement under
INFORMATION
ABOUT THE COMPANY Security Ownership of Certain Beneficial Owners is
incorporated herein by reference.
(b)
Securities Transactions
. None.
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Item 12.
|
The Solicitation or Recommendation
|
(d)
Intent to Tender or Vote in a Going Private
Transaction.
The information set forth in the Proxy Statement under
SUMMARY TERM SHEET Effects of the Transaction, Potential Conflicts of
Interests of Officers, Directors, and Certain Affiliated Persons, and Vote
required for Approval of the Transaction at the Special Meeting; SPECIAL
FACTORS Effects of the Transaction, Potential Conflicts of Interests of
Officers, Directors, and Certain Affiliated Persons, and Stockholder
Approval is incorporated herein by reference.
(e)
Recommendation of Others
. The information set forth in the Proxy
Statement under SUMMARY TERM
SHEET Potential Conflicts of Interests of Officers, Directors, and Certain
Affiliated Persons, and Vote required for Approval of the Transaction at
the Special Meeting; and SPECIAL FACTORS Effects of the Transaction,
Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated
Persons, and Stockholder Approval is incorporated herein by reference.
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Item 13.
|
Financial Statements
|
(a)
Financial Information
. The audited
financial statements and unaudited interim financial statements are
incorporated by reference in the Proxy Statement from the Companys Annual
Report on Form 10-K for the year ended June 30, 2007, and the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which
are annexed to the Proxy Statement. The information set forth in the Proxy
Statement under FINANCIAL INFORMATION Summary Historical Financial
Information and Ratio of Earnings to Fixed Charges is incorporated herein
by reference.
(b)
Pro forma Information
. The information set
forth in the Proxy Statement under
FINANCIAL INFORMATION Pro
Forma Financial Information and Ratio of Earnings to Fixed Charges is
incorporated herein by reference.
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Item 14.
|
Persons/Assets, Retained, Employed, Compensated or Used
|
(a)
Solicitation or Recommendation.
The
information set forth in the Proxy Statement under MEETING AND VOTING
INFORMATION Solicitation is incorporated herein by reference.
(b)
Employees and Corporate
Assets
. The information set forth in the Proxy Statement under
MEETING AND VOTING INFORMATION Solicitation is incorporated herein by
reference.
8
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Item 15.
|
Additional Information
|
(b)
Other
Material Information
. The information contained in the Proxy
Statement, including all appendices attached thereto, is incorporated herein by
reference.
(a)(i) Notice
of Meeting and Preliminary Proxy Statement of the Company (incorporated herein
by reference to the Proxy Statement filed with the Securities and Exchange
Commission on February 22, 2008 ).
(b)(i)
Revolving Loan Agreement dated December 23, 2002 between the Company and TD
Banknorth, N.A., successor to Hudson United Bank (
TD Banknorth
) (incorporated herein by reference to Exhibit
4(c) to the Companys Annual Report on Form 10-K, File No. 1-5863, for the
fiscal year ended June 30, 2003).
(b)(ii) First
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated October 23, 2003 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 4(d) to the Companys Annual Report on Form
10-K, File No. 1-5863, for the fiscal year ended June 30, 2005).
(b)(iii)
Second Amendment to Revolving Loan Agreement, Promissory Note and Other Loan
Documents dated October 23, 2003 between the Company and TD Banknorth
(incorporated herein by reference to Exhibit 4(a) to the Companys Quarterly
Report on Form 10-Q, File No. 1-5863, for the fiscal quarter ended March 31,
2005).
(b)(iv) Third
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated September 22, 2006 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 10.01 to the Companys Current Report on Form
8-K, File No. 1-5863, dated September 26, 2006).
(b)(v) Fourth
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated December 20, 2007 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 10.01 to the Companys Current Report on Form
8-K, File No. 1-5863, dated December 21, 2007).
(c)(i) Opinion
of Houlihan Smith & Company, Inc. dated November 28, 2007 (incorporated
herein by reference to Annex B of the Proxy Statement).
(c)(ii)
Presentation dated November 20, 2007 of Houlihan Smith & Company, Inc. to
the Special Committee to the Board of Directors of the Company (incorporated by
reference to Exhibit (c)(ii) to the Companys initial Schedule 13E-3, File No.
5-13465, dated December 21, 2007).
(d)(i) Second
Amended and Restated Stockholders Agreement dated May 12, 2003 among the
Company and the persons listed on Schedule A thereto (incorporated by reference
to Exhibit (d)(i) to the Companys initial Schedule 13E-3, File No. 5-13465,
dated December 21, 2007).
(d)(ii)
Consent and Joinder Agreement dated August 10, 2004 among the Company, Mark
Nitzberg and the persons listed on Schedule A thereto (incorporated by
reference to Exhibit (d)(ii) to the Companys initial Schedule 13E-3, File No.
5-13465, dated December 21, 2007).
9
(d)(iii)
Consent and Joinder Agreement dated June 6, 2006 among the Company, Bruce
Cahill, John Halbreich, and the persons listed on Schedule A thereto
(incorporated herein by reference to Exhibit 10(l) to the Companys Annual
Report on Form 10-K, File No. 1-5863, for the fiscal year ended June 30, 2006).
(f) Not
applicable
(g) Not
applicable.
10
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and correct.
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JACLYN, INC.
|
|
|
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|
By:
|
/s/ Robert
Chestnov
|
|
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Robert
Chestnov
President and Chief Executive Officer
|
Dated:
February 22, 2008
11
Exhibit Index
(a)(i) Notice
of Meeting and Preliminary Proxy Statement of the Company (incorporated herein
by reference to the Proxy Statement filed with the Securities and Exchange
Commission on February 22, 2008 ).
(b)(i)
Revolving Loan Agreement dated December 23, 2002 between the Company and TD
Banknorth, N.A., successor to Hudson United Bank (
TD Banknorth
) (incorporated
herein by reference to Exhibit 4(c) to the Companys Annual Report on Form
10-K, File No. 1-5863, for the fiscal year ended June 30, 2003).
(b)(ii) First
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated October 23, 2003 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 4(d) to the Companys Annual Report on Form
10-K, File No. 1-5863, for the fiscal year ended June 30, 2005).
(b)(iii)
Second Amendment to Revolving Loan Agreement, Promissory Note and Other Loan
Documents dated October 23, 2003 between the Company and TD Banknorth
(incorporated herein by reference to Exhibit 4(a) to the Companys Quarterly
Report on Form 10-Q, File No. 1-5863, for the fiscal quarter ended March 31,
2005).
(b)(iv) Third
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated September 22, 2006 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 10.01 to the Companys Current Report on Form
8-K, File No. 1-5863, dated September 26, 2006).
(b)(v) Fourth
Amendment to Revolving Loan Agreement, Promissory Note and Other Loan Documents
dated December 20, 2007 between the Company and TD Banknorth (incorporated
herein by reference to Exhibit 10.01 to the Companys Current Report on Form
8-K, File No. 1-5863, dated December 21, 2007).
(c)(i) Opinion
of Houlihan Smith & Company, Inc. dated November 28, 2007 (incorporated
herein by reference to Annex B of the Proxy Statement).
(c)(ii)
Presentation dated November 20, 2007 of Houlihan Smith & Company, Inc. to
the Special Committee to the Board of Directors of the Company (incorporated by
reference to Exhibit (c)(ii) to the Companys initial Schedule 13E-3, File No.
5-13465, dated December 21, 2007).
(d)(i) Second
Amended and Restated Stockholders Agreement dated May 12, 2003 among the
Company and the persons listed on Schedule A thereto (incorporated by reference
to Exhibit (d)(i) to the Companys initial Schedule 13E-3, File No. 5-13465,
dated December 21, 2007).
(d)(ii)
Consent and Joinder Agreement dated August 10, 2004 among the Company, Mark
Nitzberg and the persons listed on Schedule A thereto (incorporated by
reference to Exhibit (d)(ii) to the Companys initial Schedule 13E-3, File No.
5-13465, dated December 21, 2007).
(d)(iii)
Consent and Joinder Agreement dated June 6, 2006 among the Company, Bruce
Cahill, John Halbreich, and the persons listed on Schedule A thereto
(incorporated herein by reference to Exhibit 10(l) to the Companys
Annual Report on Form 10-K, File No. 1-5863, for the fiscal year ended June 30,
2006).
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