0001193125-16-713741.txt : 20160920 0001193125-16-713741.hdr.sgml : 20160920 20160919193831 ACCESSION NUMBER: 0001193125-16-713741 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160919 FILED AS OF DATE: 20160920 DATE AS OF CHANGE: 20160919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMART Technologies Inc. CENTRAL INDEX KEY: 0001489147 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34798 FILM NUMBER: 161892826 BUSINESS ADDRESS: STREET 1: 3636 RESEARCH ROAD N.W. CITY: CALGARY STATE: A0 ZIP: T2L 1Y1 BUSINESS PHONE: 403-245-0333 MAIL ADDRESS: STREET 1: 3636 RESEARCH ROAD N.W. CITY: CALGARY STATE: A0 ZIP: T2L 1Y1 6-K 1 d263517d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of September 2016

Commission File Number 001-34798

 

 

SMART TECHNOLOGIES INC.

 

 

3636 Research Road N.W.

Calgary, Alberta

Canada T2L 1Y1

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

THIS REPORT ON FORM 6-K SHALL BE DEEMED FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) AND INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-181530) OF SMART TECHNOLOGIES INC. FILED WITH THE COMMISSION, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE COMMISSION, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS THE REGISTRANT SUBSEQUENTLY FURNISHES TO OR FILES WITH THE COMMISSION.

 

 

 


DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K

Amending Agreement to the Arrangement Agreement among SMART Technologies Inc., 689522 N.B. Ltd., and Foxconn Singapore (Pte.) dated September 8, 2016.

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.

 

SMART TECHNOLOGIES INC.
By:   /s/ Matt Sudak
Name:   Matt Sudak
Title:   Vice President, Legal & General Counsel, and Corporate Secretary

Date: September 19, 2016

Exhibit Index

 

99.1    Amending Agreement dated September 8, 2016
EX-99.1 2 d263517dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made effective September 8, 2016.

BETWEEN:

689522 N.B. LTD., a corporation incorporated under

the laws of the Province of New Brunswick (“AcqusitionCo”)

- and -

SMART TECHNOLOGIES INC., a corporation existing under

the laws of the Province of Alberta (“SMART”)

- and -

FOXCONN SINGAPORE (PTE) LTD., a company organized

and existing under the laws of Taiwan (the “Purchaser”)

RECITALS:

 

A. AcquisitionCo, SMART and the Purchaser (collectively, the “Parties”) are party to an Arrangement Agreement dated as of May 26, 2016 (the “Arrangement Agreement”);

 

B. pursuant to the Arrangement Agreement, once all conditions to closing of the Plan of Arrangement (the “Arrangement”), as more particularly described in the Arrangement Agreement, have been satisfied or waived, the Effective Date (as defined in the Arrangement Agreement) must occur on or prior to September 8, 2016, such date being referred to in the Arrangement Agreement as the “Outside Date”;

 

C. all conditions to closing of the Arrangement (excluding conditions that, by their terms, cannot be satisfied until the Closing Date) have been satisfied as of the date of this Amending Agreement, but the Effective Date is not expected to occur on September 8, 2016;

NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereto agree as follows:

 

1. Interpretation. This Amending Agreement is supplemental to and shall form one agreement with the Arrangement Agreement, and the Arrangement Agreement and this Amending Agreement shall be read together and have effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument. Capitalized terms that are not otherwise defined herein shall have the meaning attributed to those terms in the Arrangement Agreement.


2. Amendments.

 

(a) The reference to “September 8, 2016” in the defined term “Outside Date” in the Arrangement Agreement is hereby amended to read “September 14, 2016”.

 

(b) The reference to “105th day” in Section 2.4(b) of the Arrangement Agreement is hereby amended to read “110th day”.

 

3. Representation.

 

(a) AcquisitionCo and the Purchaser represent and warrant to SMART that the wire payment to the Depositary of the initial $20,436,878.00 Cash Consideration has been initiated.

 

(b) Each of SMART, AcquisitionCo and the Purchaser hereby confirm that, to its knowledge, all conditions to its obligation to complete the Arrangement (excluding conditions that, by their terms, cannot be satisfied until the Closing Date) have been satisfied.

 

4. Confirmation. The Parties hereby acknowledge and confirm that, except as specifically amended by the provisions of this Amending Agreement, all of the terms and conditions contained in the Arrangement Agreement are and shall remain in full force and effect, un-amended, in accordance with the provisions thereof.

 

5. General.

 

(a) This Amending Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

 

(b) This Amending Agreement will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

(c) This Amending Agreement contains the entire agreement between the parties with respect to the subject matter herein and supersedes any prior understanding or agreements between them respecting the subject matter.

 

(d) All provisions of this Amending Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the Parties, their respective successors and permitted assigns.

[Remainder of page is intentionally blank]

 

2


IN WITNESS WHEREOF the Parties have executed this Amending Agreement effective as of the date first above written.

 

689522 N.B. LTD.
Per:   (signed) “Lap Shun Hui
 

Name: Lap Shun Hui

Title: Director

 

SMART TECHNOLOGIES INC.
Per:   (signed) “Neil Gaydon
 

Name: Neil Gaydon

Title: President and Chief Executive Officer

 

FOXCONN SINGAPORE (PTE).
Per:   (signed) “Mark Chien
 

Name: Mark Chien

Title: General Manager