(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
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 (
see
General Instruction A.2. below):
¨
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))
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
September 29, 2008, the merger (the “Merger”) of Saes Devices Corp. (“Merger
Sub”), a Delaware corporation and an indirect wholly-owned subsidiary of SAES
Getters S.p.A., an Italian corporation (“SAES”), with and into Memry Corporation
(the “Company”) was completed pursuant to the Agreement and Plan of Merger,
dated June 24, 2008, as amended by Amendment No. 1 thereto dated as of August14, 2008 (as so amended, the “Merger Agreement”), by and among the Company,
Merger Sub and SAES. Pursuant to the Merger Agreement, Merger Sub merged with
and into the Company, with the Company continuing as an indirect wholly-owned
subsidiary of SAES. At the effective time of the Merger, each outstanding share
of common stock of the Company (“Common Stock”) was converted into the right to
receive $2.53 in cash, without interest.
The
foregoing description of the Merger and the Merger Agreement is not complete
and
is qualified in its entirety by reference to the Merger Agreement, which was
attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “Commission”) on June 25, 2008, and
is incorporated herein by reference.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In
connection with the completion of the Merger, the Company requested that the
American Stock Exchange delist the Common Stock, effective as of the close
of
business on September 29, 2008. In addition, the Company will file a Form 15
with the Commission to terminate the registration of the Common Stock and
suspend the Company’s reporting obligations under Section 13 and 15(d) of the
Securities Exchange Act of 1934.
Item
5.01. Changes
in Control of Registrant.
As
a
result of the Merger, the Company will become an indirect wholly-owned
subsidiary of SAES. The disclosure under Item 2.01 is incorporated herein by
reference.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Agreements of Certain
Officers.
Pursuant
to the terms of the Merger Agreement, the directors of Merger Sub immediately
prior to the Effective Time shall be the initial directors of the Company and
the initial officers of the Company shall be Dean Tulumaris, Marcy Macdonald
and
Richard Sowerby.
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.
