- Current report filing (8-K)
November 18 2010 - 10:42AM
Edgar (US Regulatory)
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) November 17, 2010
OTIX
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-30335
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87-0494518
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file
number)
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(I.R.S.
Employer
Identification
No.)
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4246
South Riverboat Road, Suite 300
Salt
Lake City, UT 84123
(Address
of principal executive offices)
(801)
312-1700
(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:
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¨
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Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
September 16, 2010, Albert Goltz filed a putative class action suit challenging
the Agreement and Plan of Merger (the “Agreement”) by and between Otix Global,
Inc. (“Otix”), William Demant Holding A/S, and OI Merger Sub, Inc. (the
“Action”). On November 17, 2010, the parties to the Action entered
into a Memorandum of Understanding that sets forth the principal terms of a
settlement of the Action, which would include the dismissal with prejudice of
all claims against all of the defendants, including Otix Global, Inc. (“Otix”)
and its Board of Directors. The proposed settlement is conditional
upon, among other things, the execution of an appropriate stipulation of
settlement, consummation of the acquisition of Otix by William Demant Holding
A/S and OI Merger Sub, Inc. (collectively “WDH”) (the “Acquisition”), and final
approval of the proposed settlement by the Court.
On
October 22, 2010, Otix filed a definitive proxy statement (the “Proxy
Statement”) with the Securities and Exchange Commission describing the Agreement
and soliciting stockholder approval of the Agreement and the merger contemplated
thereby. The Proxy Statement was mailed to Otix stockholders on or
about October 25, 2010. As part of the proposed settlement, Otix
hereby makes additional disclosures to its stockholders by filing the Fairness
Opinion Analysis, dated as of October 6, 2010, prepared by Valuation Research
Corporation, Otix’s financial advisor, and presented to Otix’s Board of
Directors.
A copy of
the Fairness Opinion Analysis is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
.
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Exhibit
No.
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Description of Exhibit
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99.1
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Fairness
Opinion Analysis as of October 6, 2010, prepared by Valuation Research
Corporation.
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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 duly
authorized.
Dated: November
17, 2010.
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OTIX
GLOBAL, INC.
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/s/ Michael M. Halloran
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Michael
M. Halloran
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Vice
President and Chief Financial
Officer
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