0000898770-22-000087.txt : 20220823 0000898770-22-000087.hdr.sgml : 20220823 20220823111342 ACCESSION NUMBER: 0000898770-22-000087 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220822 FILED AS OF DATE: 20220823 DATE AS OF CHANGE: 20220823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diaz Diana P CENTRAL INDEX KEY: 0001493839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34269 FILM NUMBER: 221185838 MAIL ADDRESS: STREET 1: 9220 KIRBY DRIVE SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SHARPS COMPLIANCE CORP CENTRAL INDEX KEY: 0000898770 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 742657168 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 9220 KIRBY DRIVE STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77054 BUSINESS PHONE: 713-432-0300 MAIL ADDRESS: STREET 1: 9220 KIRBY DRIVE STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77054 FORMER COMPANY: FORMER CONFORMED NAME: US MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19970128 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL POLYMERS TECHNOLOGIES INC DATE OF NAME CHANGE: 19930916 4 1 wf-form4_166126760723371.xml FORM 4 X0306 4 2022-08-22 1 0000898770 SHARPS COMPLIANCE CORP SMED 0001493839 Diaz Diana P 9220 KIRBY DR., SUITE 500 HOUSTON TX 77054 0 1 0 0 Senior Vice President & CAO Common Stock 2022-08-22 4 U 0 56212 8.75 D 56212 D Common Stock 2022-08-23 4 D 0 56212 8.75 D 0 D Sharps Compliance 2010 Stock Plan Options 4.8 2022-08-23 4 D 0 6250 D Common Stock 6250.0 0 D Sharps Compliance 2010 Stock Plan Options 3.8 2022-08-23 4 D 0 50000 D Sharps Compliance 2010 Stock Plan Options 50000.0 0 D Sharps Compliance 2010 Stock Plan Options 8.86 2022-08-23 4 D 0 51200 D Common Stock 51200.0 0 D Amount of securities beneficially owned in the reported transaction includes issued and outstanding shares of common stock (the "Common Stock") of Sharps Compliance Corp. (the "Company") and issued and outstanding unvested restricted stock awards granted under the Sharps Compliance Corp. 2010 Stock Plan, as amended. On July 12, 2022, the Company entered into that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Raven Buyer, Inc., a Delaware corporation ("Parent"), and Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Raven Buyer, Inc. ("Purchaser"), pursuant to which, on July 25, 2022, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of the Common Stock for a purchase price of $8.75 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. Due to a 1000 character limit, Footnote 3 is a continuation of Footnote 2. On August 22, 2022, Purchaser accepted all shares tendered in the Offer. On August 23, 2022, Purchaser merged with and into the Company (the "Merger") and the Company ceased to be a public company. Pursuant to the Merger Agreement, each share of Common Stock (including each restricted stock award, whether or not vested), that was outstanding immediately prior to the consummation of the Merger was automatically cancelled and, in exchange therefor, the holder is entitled to receive $8.75 per share, net to the holders thereof in cash, without interest and subject to any required tax withholding. Pursuant to the Merger Agreement, each Company stock option, whether vested or unvested or exercisable, that is outstanding immediately prior to the consummation of the Merger was automatically cancelled in exchange for the right to receive an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (i) the excess of the $8.75 over the exercise price per share under such Company stock option, and (ii) the number of shares subject to such Company stock option. Company stock options with an exercise price per share that is equal to or greater than $8.75 were cancelled without any cash payment being made. Diana Diaz, on behalf of Reporting Person 2022-08-23