UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF~~

~~THE~~PURSUANT ~~SECURITIES~~TO ~~EXCHANGE~~SECTION ~~ACT~~13 OFOR ~~1934~~15(d)

~~Date~~OF ofTHE ~~report~~SECURITIES ~~(date~~EXCHANGE ofACT ~~earliest~~OF ~~event~~1934 ~~reported):~~

~~May~~Date of report (date of earliest event reported): July 1631, 2018

ABAXIS, INC.

(Exact name of registrant as specified in its charter)

California

000-19720

77-0213001

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

3240 Whipple Road, Union City, CA 94587

(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 675-6500

(510) 675-6500

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:

☐	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 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

On ~~May~~July 1631, 2018 (the “Closing Date”), Abaxis, Inc., a California corporation (the “Company”) ~~first~~completed ~~used~~its previously announced ormerger ~~made~~with ~~available~~Zeus aMerger ~~letter~~Sub, toInc., ~~its~~a ~~customers~~California ~~(the~~corporation (“~~Customer~~Merger ~~Letter~~Sub”) inand ~~connection~~an ~~with~~indirect ~~the~~wholly ~~announcement~~owned subsidiary of Zoetis Inc. (“Zoetis”) pursuant to the ~~proposed~~Agreement ~~acquisition~~and Plan of Merger (the ~~Company~~“Merger byAgreement”), ~~Zoetis~~dated as ~~Inc.~~of May 15, a2018, ~~Delaware~~by ~~corporation~~and ~~(“Parent~~among the Company,” Zoetis and Merger Sub. Pursuant to the ~~proposed~~Merger ~~acquisition~~Agreement, on the “Closing Date, Merger~~”).~~ ASub ~~copy~~merged ofwith and into the ~~Customer~~Company, ~~Letter~~with isthe ~~attached~~Company ~~hereto~~continuing as ~~Exhibit~~the ~~99.1~~surviving corporation and isa ~~incorporated~~wholly byowned subsidiary ~~reference~~of ~~herein~~Zoetis (the “Merger”).

~~Cautionary~~At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions ~~Statement~~of ~~Regarding~~the ~~Forward-Looking~~Merger ~~Statements~~Agreement, each outstanding share of common stock, no par value, of the Company (the “Company Common Stock”) (other than shares, if any, held by the Company, Zoetis, Merger Sub or any of their subsidiaries and shares with respect to which dissenters rights were properly demanded in accordance with the Corporations Code of the State of California) was converted into the right to receive $83.00 in cash, without interest, per share (the “Merger Consideration”).

~~Statements~~Additionally, ~~included~~subject ~~in this Current Report on Form 8-K which are not historical in nature or do not relate~~ to ~~current facts are intended to be, and are hereby identified as, forward-looking statements for purposes of~~ the ~~safe~~terms ~~harbor provided by Section 27A of the Securities Act of 1933~~ and ~~Section 21E~~conditions of the ~~Securities~~Merger ~~Exchange Act of 1934. The words “may~~Agreement,” ~~“will,”~~certain ~~“anticipate,”~~Company “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as other similar words and expressions of the future, are intended to identify forwardtime-~~looking~~ ~~statements. The Company~~ and ~~Parent caution readers that forward~~performance-~~looking~~based ~~statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results. Such risks and~~restricted ~~uncertainties,~~stock ~~include,~~unit ~~among~~awards ~~others,~~vested ~~the~~automatically ~~following~~upon ~~possibilities:~~ the occurrence of ~~any~~the ~~event,~~Effective ~~change~~Time orin ~~other~~accordance ~~circumstances~~with ~~that~~their ~~could~~existing ~~give~~terms ~~rise~~and towere ~~the~~cancelled ~~right~~and ofautomatically ~~one~~converted orinto ~~both of~~ the ~~parties~~right to ~~terminate~~receive the Merger ~~Agreement;~~Consideration ~~the~~in ~~outcome~~respect of ~~any~~each ~~legal~~share of ~~proceedings~~Company ~~that~~Common ~~may~~Stock beunderlying ~~instituted~~such ~~against~~awards. ~~Parent~~All orother ~~the~~ Company; ~~the~~time- ~~failure~~and toperformance-based ~~obtain~~restricted ~~necessary~~stock ~~regulatory~~unit ~~approvals~~awards ~~(and~~were ~~the~~cancelled ~~risk~~and ~~that~~automatically ~~such~~converted ~~approvals~~at ~~may result in~~ the ~~imposition~~Effective ofTime ~~conditions~~into ~~that~~time-vesting ~~could~~restricted ~~adversely~~stock ~~affect~~unit ~~the~~awards ~~combined~~with ~~company~~respect orto ~~the~~shares ~~expected benefits~~ of ~~the~~common ~~transaction)~~stock, orpar ~~Abaxis~~value ~~shareholder~~$0.01 ~~approval~~per orshare, ~~to satisfy any~~ of ~~the~~Zoetis ~~other conditions to~~ (the ~~transaction~~“Zoetis onCommon aStock”), ~~timely~~with ~~basis or at all;~~ the ~~possibility~~number ~~that the anticipated benefits~~ of ~~the~~underlying ~~transaction~~shares ~~are~~adjusted ~~not~~to ~~realized~~reflect ~~when expected~~an orexchange atratio ~~all,~~based ~~including~~on ~~as a result of~~ the ~~impact~~closing ~~of,~~prices ~~or problems arising from, the integration~~ of ~~the~~shares ~~two companies or as a result~~ of ~~the~~Zoetis ~~strength~~Common ofStock ~~the economy~~ and ~~competitive factors in the areas where Parent and the~~ Company ~~do business;~~ ~~the~~Common ~~possibility~~Stock ~~that~~for the ~~transaction~~ten ~~may~~full betrading ~~more~~days ~~expensive~~before to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the ~~announcement~~closing ~~or completion~~ of the ~~transaction;~~Merger, ~~the ability to complete the acquisition~~ and ~~integration~~on ofsubstantially the ~~Company~~same ~~successfully;~~terms and ~~other factors~~conditions ~~that~~(including ~~may affect future results of Parent and~~ the ~~Company.~~time-based ~~Additional~~vesting ~~factors~~schedule) ~~that~~as ~~could~~were ~~cause~~applicable ~~results~~ to ~~differ~~such ~~materially~~Company ~~from~~restricted ~~those~~stock ~~described~~unit ~~above~~awards ~~can be found in Parent’s Annual Report on Form~~immediately ~~10-K~~prior ~~for~~to the ~~year~~Effective ~~ended December 31~~Time, ~~2017,~~except ~~which~~that isany onperformance ~~file~~goals ~~with~~underlying ~~the~~such ~~Securities and Exchange Commission (the “SEC”) and in other documents Parent files with the SEC, and in the~~ Company~~’s Annual~~ ~~Report on Form 10~~performance-Kbased ~~for~~restricted ~~the~~stock ~~year~~unit ~~ended~~awards ~~March 31,~~were ~~2017~~deemed ~~and~~satisfied ~~Quarterly~~as ~~Report~~of ~~on Form 10-Q for~~ the ~~quarter~~Effective ~~ended December 31, 2017, which are on file with the SEC, and in other documents the Company files with the SEC~~Time. ~~The Company does not undertake to update any of these statements in light of new information or future events.~~

~~Important~~Upon ~~Additional~~the ~~Information~~closing of the Merger, the shares of Company Common Stock, which previously traded under the ticker symbol “ABAX” on the Nasdaq Stock Market (“Nasdaq”), have ceased trading on, and were delisted from, the Nasdaq.

InThe ~~connection~~foregoing ~~with~~description ~~the~~of ~~proposed transaction between Parent and~~ the ~~Company,~~Merger ~~the~~Agreement ~~Company~~does ~~expects~~not purport to ~~file~~be ~~with~~complete ~~the~~and ~~SEC a proxy statement of the Company, as well as other relevant documents concerning the proposed transaction. This communication~~ is ~~not~~qualified ain ~~substitute~~its ~~for~~entirety ~~the~~by ~~proxy~~reference ~~statement~~to ~~or for any other document that~~ the ~~Company~~full ~~may~~text ~~file~~of ~~with~~ the ~~SEC~~Merger ~~and~~Agreement, ~~send~~a tocopy ~~its~~of ~~shareholders~~which ~~in connection~~is ~~with~~filed ~~the~~as ~~proposed~~Exhibit ~~transaction~~2.1 ~~The proposed transaction will be submitted~~ to the Company’s ~~shareholders~~Current ~~for~~Report ~~their~~on ~~consideration.~~Form ~~Before making any voting decision~~8-K, ~~shareholders of the Company are urged to read the proxy statement~~filed ~~regarding~~with the ~~transaction~~Securities ~~when it becomes available~~ and ~~any~~Exchange ~~other~~Commission ~~relevant documents filed with~~ (the “SEC,”) ason ~~well as any amendments or supplements to those documents~~May 16, ~~because they will contain important information about the proposed transaction~~2018.

~~Shareholders~~Item of the Company will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Parent and the Company, without charge, at the SEC’s website (http://www3.~~sec~~01.~~gov).~~ ~~Copies~~Notice of ~~the~~Delisting ~~proxy~~or ~~statement~~Failure ~~and~~to ~~the~~Satisfy ~~filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing~~ a ~~request~~Continued toListing ~~Abaxis,~~Rule ~~Inc.,~~or ~~3240 Whipple Road, Union City, CA 94587, Attention: Corporate Secretary~~Standard; ~~telephone:~~Transfer ~~(510)~~of ~~675-6500, or from Abaxis’ website, www~~Listing.~~abaxis.com..~~

~~Participants~~In inconnection with the ~~Solicitation~~completion of the Merger on July 31, 2018, the Company notified Nasdaq of the effectiveness of the Merger and of its intent to remove the Company Common Stock from listing on Nasdaq and requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to the Company Common Stock. Trading of the Company Common Stock on Nasdaq is expected to be halted prior to the opening of trading on August 1, 2018.

The Company, ~~Parent~~intends ~~and~~to ~~certain~~file of their respective directors, executive officers and employees may be deemed participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s definitive proxy statement, which was filed with the SEC ona ~~September 19,~~certification ~~2017, and certain of its Current Reports~~ on Form 15 ~~8-K.~~under ~~Information~~the ~~regarding~~Securities ~~Parent’s~~Exchange ~~directors~~Act isof ~~available~~1934, inas ~~Parent’s~~amended ~~definitive~~(“Exchange ~~proxy statement~~Act”), ~~which~~requesting ~~was~~the ~~filed~~deregistration ~~with~~of the ~~SEC~~Company onCommon ~~April 2,~~Stock ~~2018,~~ and ~~information~~ ~~regarding Parent’s executive officers is available in its Annual Report on Form 10-K for~~ the ~~year~~suspension ~~ended~~of ~~December 31, 2017, which was filed with~~ the ~~SEC~~Company’s onreporting ~~February15,~~obligations ~~2018.~~under ~~Other information~~Sections ~~regarding~~13 ~~the participants in the proxy solicitation~~ and a15(d) ~~description~~ of ~~their direct and indirect interests, by security holdings or otherwise, will be contained in~~ the ~~proxy~~Exchange Act ~~statement to be filed~~ with ~~the~~respect ~~SEC~~to ~~in connection with~~ the ~~proposed~~ ~~transaction.~~Company ~~Free~~Common ~~copies of this document may be obtained as described in the preceding paragraph~~Stock.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d)~~The ~~Exhibits~~information set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

Exhibit		Description
99.1		Customer Letter first used or made available on May 16, 2018

Item 5.01.

Changes in Control of Registrant.

~~SIGNATURES~~As a result of the Merger, Zoetis acquired 100% of the voting securities of the Company and as a result, a change of control has occurred. Upon consummation of the Merger, the Company became an indirect wholly-owned subsidiary of Zoetis. The aggregate purchase price paid for all equity securities of the Company was approximately $2.0 billion in cash.

~~Pursuant~~The toinformation ~~the~~disclosed ~~requirements~~under ofItem ~~the~~2.01 ~~Securities~~is ~~Exchange~~incorporated ~~Act of 1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the~~ ~~undersigned~~reference ~~hereunto duly authorized~~herein.

~~Date:~~Item ~~May 16,~~5.02. ~~2018~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

~~ABAXIS~~Resignations, ~~INC.~~Removals ~~By: /s/ Ross Taylor Ross Taylor Chief Financial Officer, Vice President of Finance~~ and ~~Secretary~~Appointments

In accordance with the terms of the Merger Agreement, at the Effective Time, each of Clinton H. Severson, Vernon Altman, Richard J. Bastiani, Michael D. Casey, Henk J. Evenhuis and Prithipal Singh ceased to serve as directors of the Company. The directors of Merger Sub immediately prior to the Effective Time became the directors of the Company, each to hold office in accordance with the Amended and Restated Certificate (as defined below) and the Amended and Restated Bylaws (as defined below) of the Company until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time became the officers of the Company immediately after the Effective Time, each to hold office in accordance with the Amended and Restated Certificate (as defined below) and the Amended and Restated Bylaws (as defined below) of the Company until their respective successors are duly appointed.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the certificate of incorporation of the Company was amended and restated as provided in the Merger Agreement (the “Amended and Restated Certificate”). The Amended and Restated Certificate is attached as Exhibit 3.1 hereto and incorporated herein by reference.

At the Effective Time, the amended and restated bylaws of the Company were amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws of the Company are attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

A special meeting of the Company’s stockholders (the “Special Meeting”) was held on July 31, 2018. At the Special Meeting, the Company’s stockholders, upon the recommendation of the board of directors of the Company, voted in favor of the adoption of the Merger Agreement and the principal terms thereof and approved the Merger (the “Merger Agreement Proposal”). The Company’s stockholders did not approve on an advisory basis, the merger-related compensation that may be paid or become payable to the Company’s named executive officers (the “Compensation Proposal”). The Company’s stockholders also approved the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to vote in favor of the adoption of the Merger Agreement Proposal (the “Adjournment Proposal”). Because there were sufficient votes at the Special Meeting to adopt and approve the Merger Agreement, adjournment of the Special Meeting to solicit additional proxies was unnecessary.

Each proposal is described in detail in the Company’s definitive proxy statement, dated June 27, 2018, which was filed with the SEC on June 27, 2018 and mailed to the Company’s stockholders on June 29, 2018. Stockholders owning a total of 20,238,345 shares voted at the Special Meeting, representing approximately 88% of the shares of the Company Common Stock issued and outstanding as of the record date for the Special Meeting.

The voting results for each item of business voted upon at the Special Meeting were as follows:

PROPOSAL 1

The Merger Agreement Proposal.


Votes For	Votes Against	Abstentions
20,114,274	83,958	40,112

PROPOSAL 2

The Compensation Proposal.


Votes For	Votes Against	Abstentions
7,543,918	12,643,041	51,385

PROPOSAL 3

The Adjournment Proposal.


Votes For	Votes Against	Abstentions
19,219,613	976,641	42,090

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description
2.1		Agreement and Plan of Merger by and among Zoetis Inc., Zeus Merger Sub, Inc. and Abaxis, Inc., dated as of May 15, 2018 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Abaxis, Inc., filed with the U.S. Securities and Exchange Commission on May 16, 2018).

3.1		Amended and Restated Certificate of Incorporation of Abaxis, Inc.

3.2		Amended and Restated Bylaws of Abaxis, Inc.

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 hereunto duly authorized.

Date: July 31, 2018


ABAXIS, INC.

By:		/s/ Salvatore Gagliardi
Name:		Salvatore Gagliardi
Title:		Vice President

Filing Compare · ABAXIS INC