FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INNOTRAC CORP [ INOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/06/2014 | P(1) | 6,172,823 | A | $8.2 | 6,172,823 | D(2)(3) | |||
Common Stock | 01/06/2014 | P(4) | 5,839,462 | A | $8.2(4) | 12,012,285 | D(2)(3) | |||
Common Stock | 01/06/2014 | P(5) | 1,233,155 | A | $8.2 | 13,245,440 | D(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On January 3, 2014, the tender offer by Blue Eagle Holdings, L.P. ("Parent") and Blue Eagle Acquisition Sub, Inc. ("Acquisition Sub") to purchase all of the issued and outstanding shares of common stock of Innotrac Corporation ("Issuer"), at an offer price of $8.20 per share, expired. On January 6, 2013, Acquisition Sub accepted for purchase a total of 6,172,823 shares of Issuer's common stock (which included 22,900 shares of Issuer's common stock tendered by notices of guaranteed delivery). |
2. This Form 4 is filed on behalf of Parent, Acquisition Sub, Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P., Sterling Partners IV, LLC, Douglas L. Becker, Eric D. Becker, Merrick Elfman, R. Christopher Hoehn-Saric and Steven M. Taslitz (such individuals and entities, collectively, the "Reporting Persons"). Following the completion of the tender offer described in Footnote 1 above, the contribution by Mr. Dorfman and related shareholders described in Footnote 4 below and the merger of Acquisition Sub with and into Issuer described in Footnote 5 below, Parent directly owns 100% of the issued and outstanding shares of common stock of Issuer, the surviving corporation in the merger, (continued in footnote 3) |
3. and such shares may be deemed to be beneficially owned by the other Reporting Persons (other than Acquisition Sub) as a result of the relationships between the Reporting Persons set forth in Item 2 of the Schedule 13D filed by the Reporting Persons concurrently herewith. Each of the Reporting Persons (other than Parent) disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
4. On January 6, 2014, Scott D. Dorfman, the Chairman, President and Chief Executive Officer of Issuer, and certain related shareholders contributed 5,839,462 shares of Issuer's common stock to Parent in exchange for 47,883.59 preferred limited partnership units of Parent at a price of $1,000 per preferred unit in Parent (equating to $8.20 per share of common stock of Issuer). Immediately following this contribution, Parent contributed such shares to Acquisition Sub as a contribution to the capital of Acquisition Sub. |
5. On January 6, 2014, Acquisition Sub merged with and into Issuer through a "short-form" merger, without a vote of Issuer's shareholders, pursuant to Section 14-2-1104(a) of the Georgia Business Corporation Code (the "GBCC"), and all remaining publicly held shares (other than shares held in the treasury of Issuer or owned by Parent or Acquisition Sub or held by shareholders who properly demand and perfect dissenters' rights under the GBCC) converted into the right to receive the same $8.20 price per share in cash, without interest and less any applicable withholding tax, that was paid to shareholders who tendered their shares in the tender offer. |
/s/ Merrick Elfman, President of Blue Eagle Holdings, L.P. (successor-in-interest to Blue Eagle Acquisition Sub, Inc.) | 01/07/2014 | |
/s/ Merrick Elfman, President of Blue Eagle GP, LLC | 01/07/2014 | |
STERLING CAPITAL PARTNERS IV, L.P. by /s/ Merrick Elfman | 01/07/2014 | |
SC PARTNERS IV, L.P by /s/ Merrick Elfman | 01/07/2014 | |
/s/ Merrick Elfman, Managing Director of Sterling Capital Partners IV, LLC | 01/07/2014 | |
/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker | 01/07/2014 | |
/s/ M. Avi Epstein, attorney-in-fact for Eric D. Becker | 01/07/2014 | |
/s/ Merrick Elfman | 01/07/2014 | |
/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric | 01/07/2014 | |
/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz | 01/07/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |