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): April 28, 2014
Sajan, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-51560 | 41-1881957 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
625 Whitetail Blvd., River Falls, Wisconsin | 54022 | |||
(Address of principal executive offices) | (Zip Code) |
(715) 426-9505
(Registrant’s telephone number, including area code)
(Former name and 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On April 28, 2014, Sajan, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Tax Benefit Preservation Plan and Rights Agreement (the “Plan”), dated as of February 25, 2010, by and between the Company and Wells Fargo Bank, N.A., as rights agent.
The Amendment accelerated the expiration of the Company’s preferred stock purchase rights from February 25, 2015, to the close of business on April 28, 2014, and had the effect of terminating the Plan on that date.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference to Exhibit 4.1 hereto.
Item 1.02. | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
3.1 | Certificate of Elimination of Series A Preferred Stock, filed with the Secretary of State of the State of Delaware on April 30, 2014. | |
4.1 | Amendment No. 1 to Tax Benefit Preservation Plan and Rights Agreement by and between Sajan, Inc. and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form 8-A, dated and filed May 1, 2014, SEC File No. 000-51360). |
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.
SAJAN, INC. | |||
By: | /s/ Tom Skiba | ||
Tom Skiba Chief Financial Officer | |||
Date: May 1, 2014 |
SAJAN, INC.
FORM 8-K CURRENT REPORT
INDEX TO EXHIBITS
Exhibit No. | Description | |
3.1 | Certificate of Elimination of Series A Preferred Stock of Sajan, Inc., filed with the Secretary of State of the State of Delaware on April 30, 2014. | |
4.1 | Amendment No. 1 to Tax Benefit Preservation Plan and Rights Agreement by and between Sajan, Inc. and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form 8-A, dated and filed May 1, 2014, SEC File No. 000-51360). |