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): April 6, 2006
724 Solutions Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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Canada | | 000-31146 | | Inapplicable |
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(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer ID Number) |
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1221 State Street, Suite 200, Santa Barbara, CA 93101 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (805) 884-8308 |
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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | 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.
724 Solutions Inc. (the “Company”) announced jointly with Austin Ventures, L.P. (“Austin Ventures”) today that it has entered into a definitive arrangement agreement with Austin Ventures VIII, L.P. and 724 Holdings, Inc. (“724 Holdings”), by which 724 Holdings would acquire all the outstanding common shares of the Company not owned by funds affiliated with Austin Ventures or its related persons for cash consideration of US$3.34 per common share (the “Arrangement Agreement”). The transaction is to be carried out by way of a court-approved plan of arrangement. Under the Arrangement Agreement, holders of options having an exercise price less than US$3.34 would receive a cash payment in an amount per share equal to the difference between US $3.34 and the exercise price, and all outstanding options will be cancelled.
The Board of Directors of the Company approved the Arrangement Agreement following the report and favorable recommendation of its Special Committee of directors independent of management of the Company and independent of Austin Ventures who reviewed and considered the arrangement.
The press release announcing the Company’s entry into the Arrangement Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A communication sent by Stephen Morrison, the Chief Financial Officer of the Company, to all employees announcing the transaction is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The Arrangement Agreement will be filed on Form 8-K within four (4) business days.
Item 9.01. Financial Statements and Exhibits.
99.1 | Press release dated April 6, 2006 |
99.2 | Email communication from Stephen Morrison to Employees of 724 Solutions Inc. sent April 6, 2006 |
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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 thereunto duly authorized.
| 724 SOLUTIONS INC. |
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| By: | /s/ Stephen Morrison |
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| Name: | Stephen Morrison |
| Title: | Chief Financial Officer and Senior
Vice President, Corporate Services |
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Dated: April 6, 2006 | | |
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