8-K 1 asta20191101_8k.htm FORM 8-K asta20191101_8k.htm


Washington, D.C. 20549




Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


November 1, 2019
Date of Report (Date of earliest event reported)


(Exact name of registrant as specified in its charter)





(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)


210 Sylvan Avenue
Englewood Cliffs, NJ 07632

(Address of principal executive offices, zip code)


(201) 567-5648
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, par value $0.01 per share


Nasdaq Global Select Market


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 (see General Instruction A.2. below):


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 8.01. Other Events.


On October 30, 2019, Gary M. Stern submitted a non-binding proposal (the “Proposal”) to the Board of Directors of the Company to acquire all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of the Company at a cash purchase price of $10.75 per Share, representing a premium of approximately 60% over the closing price on October 29, 2019, and approximately 60% over the average closing price of the Company’s common stock for the 30 trading days preceding October 30, 2019. Mr. Stern plans only to acquire such Shares that are publicly held and the Proposal provides that he would do so through a merger of the Company with a newly formed acquisition vehicle that he would control.


The Company’s Board of Directors has established a special committee of independent directors with its own independent advisors to review the Proposal.







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.













 /s/ Seth Berman 




Seth Berman 




General Counsel



Date: November 1, 2019