4//SEC Filing
MTS MEDICATION TECHNOLOGIES, INC /DE/ 4
Accession 0001200876-09-000100
CIK 0000823560operating
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 8:12 PM ET
Size
18.8 KB
Accession
0001200876-09-000100
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Options (Right to Buy)
2009-12-22−50,000→ 0 totalExercise: $1.50Exp: 2011-04-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock
2009-12-22−8,988→ 0 total - Disposition to Issuer
Options (Right to Buy)
2009-12-22−20,000→ 0 totalExercise: $1.88Exp: 2010-07-25→ Common Stock (20,000 underlying) - Sale
Common Stock
2009-12-22−100,000→ 8,988 total - Exercise/Conversion
Common Stock
2009-12-21+25,000→ 108,988 total - Exercise/Conversion
Restricted Stock Units
2009-12-21−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Options (Right to Buy)
2009-12-22−17,582→ 0 totalExercise: $5.85Exp: 2018-07-02→ Common Stock (17,582 underlying)
Footnotes (8)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated as of August 7, 2009 ("Merger Agreement"), by and among the Issuer, MedPak Holdings, Inc., a Delaware corporation ("Parent"), and MedPak Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), whereby Merger Sub merged with and into the Issuer (the "Merger").
- [F2]100,000 shares of the Issuer's common stock held by the reporting person were exchanged for 20,683 shares of Preferred Stock and 20,683 shares of Voting Common Stock of the Parent. The reporting person's remaining shares were exchanged for cash consideration of $5.75 per share (the "Merger Consideration"). The Merger was approved by the stockholders of the Issuer on December 18, 2009 and became effective on December 22, 2009.
- [F3]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F4]Restricted Stock Units were vested immediately prior to the effective time of the Merger by written action of the Issuer's Board of Directors.
- [F5]The original 20,000 options vest as follows: 6,666 on July 25, 2001; 6,667 on July 25, 2002; and 6,667 on July 25, 2003.
- [F6]The options were cancelled and terminated by the Issuer's Board of Directors in accordance with the terms of the Merger Agreement. The reporting person received, with respect to any shares of the Issuer's common stock issuable under a stock option, an amount equal to the excess, if any, of (i) the Merger Consideration per share over (ii) the exercise price per share payable with respect of such shares of the Issuer's common stock issuable under such stock option.
- [F7]The original 150,000 options vest as follows: 50,000 on April 1, 2002; 50,000 on April 1, 2003; and 50,000 on April 1, 2004.
- [F8]The options vest as follows: 5,860 on 07/02/2009; 5,861 on 07/02/2010; and 5,861 on 07/02/2011.
Documents
Issuer
MTS MEDICATION TECHNOLOGIES, INC /DE/
CIK 0000823560
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000823560
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 8:12 PM ET
- Size
- 18.8 KB