3//SEC Filing
TECHNOLOGY RESEARCH CORP 3
Accession 0001181431-11-032712
CIK 0000741556operating
Filed
May 24, 8:00 PM ET
Accepted
May 25, 6:57 PM ET
Size
6.3 KB
Accession
0001181431-11-032712
Insider Transaction Report
Form 3
Coleman Cable, Inc.
10% Owner
Holdings
- 6,026,156
Common Stock, Par Value $0.51 Per Share
Footnotes (3)
- [F1]In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 28, 2011, by and among Coleman Cable, Inc., a Delaware corporation ("Parent"), Clearwater Acquisition I, Inc., a Florida corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and Technology Research Corporation, Inc., a Florida corporation ("TRC"), on April 12, 2011, the Purchaser commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.51 per share, of TRC (the "Shares") at a price of $7.20 per Share, without interest and less any required withholding taxes, upon the terms and conditions set forth in the Offer to Purchase, dated April 12, 2011, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Parent and the Purchaser on such date with the Securities and Exchange Commission.
- [F2]The Offer expired at 12:00 midnight, New York City time, on May 13, 2011. An aggregate of 5,702,446 Shares were validly tendered and not validly withdrawn immediately prior to the expiration of the Offer (including shares subject to guaranteed delivery procedures), representing approximately 84.6% of the Shares outstanding as of May 13, 2011. On May 16, 2011, the Purchaser accepted for payment all validly tendered and not validly withdrawn Shares. At this time on May 16, 2011, the Purchaser beneficially owned, and Parent, through the Purchaser, indirectly owned, 5,702,446 shares. In addition, prior to the consummation of the Offer, Parent owned 323,710 Shares.
- [F3]Following the Purchaser's acceptance for payment of all validly tendered and not validly withdrawn Shares, on May 16, 2011, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into TRC (the "Merger") and each Share of TRC (other than those owned by Coleman, the Purchaser or their subsidiaries) was canceled and converted into the right to receive $7.20 in cash, without interest and less any required withholding taxes. As a result of the Merger, Parent acquired beneficial ownership of 5,702,446 Shares which, together with the 323,710 Shares owned by Parent prior to the consummation of the Offer, represent 100% of the Shares outstanding.
Documents
Issuer
TECHNOLOGY RESEARCH CORP
CIK 0000741556
Entity typeoperating
IncorporatedFL
Related Parties
1- filerCIK 0000741556
Filing Metadata
- Form type
- 3
- Filed
- May 24, 8:00 PM ET
- Accepted
- May 25, 6:57 PM ET
- Size
- 6.3 KB