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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/07/15 Infinity Augmented Reality, Inc. SC 13E3/A 1:117K Infinity Augmented Reality, Inc. Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: SC 13E3/A Amendment to Tender-Offer Statement -- HTML 58K
Going-Private Transaction
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION
STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 13e-3 THEREUNDER
(AMENDMENT NO. 4)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
INFINITY AUGMENTED REALITY, INC.
(Name of the Issuer)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
(Title of Class of Securities)
Infinity Augmented Reality, Inc.
Motti Kushnir
Ortal Zanzuri
CS Master Holdings LLC
ALS Capital Ventures LLC
Moshe Oratz
Credit Strategies LLC
Singulariteam Fund LP
(Name of Person Filing Statement)
(CUSIP Number of Class of Securities)
Motti Kushnir
Infinity Augmented Reality, Inc.
228 Park Ave. S #61130, New-York, NY 10003-1502
917-677-2084
(Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
| a. | ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Act of 1934. |
| b. | ☐ | The filing of a registration statement under the Securities Act of 1933. |
| c | ☐ | A tender offer. |
| d. | ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:☒
Check the following box if the filing fee is a final amendment reporting the results of the transaction: ☐
Calculation of Filling Fee
| Transaction Value* | Amount of Filing Fee** |
| $5,300 | $1 |
| * | For purposes of calculating the filing fee only, this amount assumes the aggregate cash payment of $5,300 by the Issuer in lieu of fractional shares immediately following a 1-for-101 reverse stock split to holders of fewer than 101 shares of the Issuer's common stock prior to the reverse stock split. The aggregate cash payment is equal to the product of the price of $0.15 per pre-split share and approximately 35,500 pre-split shares, the estimated aggregate number of shares held by such holders. |
| ** | The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2015, was calculated by multiplying the Transaction Valuation by 0.000116200. This amount has been previously paid. |
| ☐ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A Form or Registration No.: Schedule 13E-3
Filing Party: Infinity Augmented Reality, Inc.
Date Filed July 7, 2015
TABLE OF CONTENTS
| Page | ||
| Item 1. | Summary Term Sheet | 4 |
| Item 2. | Subject Company Information | 4 |
| Item 3. | Identity and Background of Filing Person | 4 |
| Item 4. | Terms of the Transaction | 4 |
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements | 5 |
| Item 6. | Purposes of the Transaction and Plans or Proposals | 5 |
| Item 7. | Purposes, Alternatives, Reasons and Effects | 5 |
| Item 8. | Fairness of the Transaction | 6 |
| Item 9. | Reports, Opinions, Appraisals and Negotiations | 6 |
| Item 10. | Source and Amounts of Funds or Other Consideration | 6 |
| Item 11. | Interest in Securities of the Subject Company | 6 |
| Item 12. | The Solicitation or Recommendations | 7 |
| Item 13. | Financial Statements | 7 |
| Item 14. | Persons/Assets, Retained, Employed, Compensated or Used | 7 |
| Item 15. | Additional Information | 7 |
| Item 16. | Exhibits | 7 |
| SIGNATURE | 8 | |
| EXHIBIT INDEX | 9 | |
| 2 |
INTRODUCTION
This Rule 13E-3 Transaction Statement, on Schedule 13E-3 (the “Schedule 13E-3”) is being filed is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13E-3 promulgated thereunder by Infinity Augmented Reality Inc. (the “Company”). The Schedule 13E-3 is being filed in connection with a proposed “going private” transaction, the primary purpose of which is to reduce the number of record holders of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), to fewer than 300, thereby allowing the Company to terminate the registration of the Common Stock, under Section 12(g) of the Exchange Act, and suspend its reporting obligations under the Exchange Act.
To accomplish this reduction in the number of record holders of the Common Stock, and subject to the affirmative vote of the holders of a majority votes eligible to be cast at the Special Meeting of the stockholders of the Company, the Company will effect a reverse stock split of the Common Stock at a ratio of one (1) for one hundred and one (101) (the “Reverse Split”). In the Reverse Split, each 101 shares of Common Stock outstanding as of the effective date of the Reverse Split will be converted into one whole share of Common Stock. In lieu of issuing any fractional shares to stockholders owning fewer than 101 pre-Reverse Split shares, the Company will make a cash payment equal to $0.15 per pre-Reverse Split share to such stockholders. Accordingly, stockholders owning fewer than 101 pre-Reverse Split shares, after the Reverse Split, will have no further interest in the Company, no longer be stockholders of the Company and will be entitled to receive only a cash payment equal to $0.15 multiplied by the number of pre-Reverse Split shares owned by them. The stockholders who will be cashed out as a result of the Reverse Split own, in the aggregate, are less than 0.03% of the Common Stock outstanding immediately before the Reverse Split. Stockholders who are to receive cash in lieu of fractional shares will be entitled to appraisal rights for the “fair value” of their fractional share under Nevada law.
Under Nevada law and the Articles of Incorporation of the Company, as amended (the “Articles of Incorporation”), the Board of Directors of the Company (the “Board”) may only amend the Articles of Incorporation to implement the Reverse Split and the Forward Stock Split with the approval of a majority of the stockholders. Accordingly, the Company intends to hold a Special Meeting in order to approve an amendment to the Company’s Articles of Incorporation for the purpose of effecting such Reverse Split, immediately followed by a forward stock split of the Company's outstanding Common Stock, at the same exchange ratio (the “Forward Split” and together with the Reverse Split, the “Reverse/Forward Stock Split”), as well as approving all other proposed transactions as detailed in the Proxy Statement.
Concurrently with the filing of this Schedule 13E-3, the Company is filing a proxy statement (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of the Proxy Statement is attached hereto as Exhibit (a). The information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein have the meanings given to them in the Proxy Statement.
All references to subsections in the Items below are to the subsection of the applicable item in Regulation M-A.
| 3 |
Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The information set forth in the Proxy Statement under the caption “Certain Information Concerning the Company” is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement under the caption “Certain Information Concerning the Company” is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Trading Market and Price” is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under the caption “Dividends Paid by the Company” is incorporated herein by reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
Item 3. Identity and Background of Filing Person.
(a) Name and Address. The information set forth in the Proxy Statement under the caption “Identity and background of the Directors and Officers of the Company and Filing Persons” is incorporated herein by reference.
(b) Business and Background of Entities. The information set forth in the Proxy Statement under the caption “Identity and Background of the Directors and Officers of the Company and Filing Persons” is incorporated herein by reference.
(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the caption “Identity and Background of the Directors and Officers of the Company and Filing Persons” is incorporated herein by reference.
(d) Tender Offer. Not applicable.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” is incorporated herein by reference.
(b) Purchases. Not applicable.
(c) Different Terms. None.
(d) Appraisal Rights. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split – Special Factors - Dissenter's and Appraisal Rights” is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not applicable.
| 4 |
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
(1) The information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
(2) Transactions with Related Persons, the aggregate of which exceeds $60,000. The information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
(b) Significant Corporate Events. The information set forth in the Proxy Statement under the caption “Certain Information Concerning the Company” is incorporated herein by reference.
(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
(d) Conflicts of interest. The information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
(e) Agreements Involving the Company's Securities. The information set forth in the Proxy Statement under the caption “Stock Ownership of Management and Certain Beneficial Holders” and the information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Reasons for the Reverse/Forward Stock Split” is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Effect of the Reverse/Forward Stock Split on the Number of Authorized and Issued Shares” is incorporated herein by reference.
(c) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
(6) (7) & (8) The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Termination of Exchange Act Registration” is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Reasons for the Reverse/Forward Stock Split” is incorporated herein by reference.
(b) Alternatives. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Strategic Alternatives Considered” is incorporated herein by reference.
| 5 |
(c) Reasons. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” and “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Reasons for the Reverse/Forward Stock Split” is incorporated herein by reference.
(d) Effects. The information set forth in the Proxy Statement under the captions “Summary Term Sheet”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Federal Income Tax Consequences of the Reverse Forward Stock Split” and “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Effect of the Reverse/Forward Stock Split on the Number of Authorized and Issued Shares” is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth in the Proxy Statement under the captions “Summary Term Sheet” ,” Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Reasons for the Reverse/Forward Stock Split”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Strategic Alternatives Considered”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Structure of the Reverse/Forward Stock Split”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Fairness of the Reverse/Forward Stock Split to Stockholders” and “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Procedural Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the captions “Summary Term Sheet”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Reasons for the Reverse/Forward Stock Split”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Strategic Alternatives Considered”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Structure of the Reverse/Forward Stock Split”, “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Fairness of the Reverse Split/Forward Stock to Stockholders” and “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Procedural Fairness of the Reverse/Forward Stock Split” is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Structure of the Reverse/Forward Stock Split” is incorporated herein by reference.
(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Special Factors” and - Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Fairness of the Reverse Split to Stockholders” is incorporated herein by reference.
(e) Approval of Directors. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Fairness of the Reverse Split/Forward Stock to Stockholders” is incorporated herein by reference.
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) Report, Opinion or Appraisal. None.
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not applicable.
(c) Availability of Documents. Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Background and Cost” is incorporated herein by reference.
(b) Conditions. Not applicable.
(c) Expenses. The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Background and Cost” is incorporated herein by reference.
(d) Borrowed Funds. Not Applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Security Ownership. The information set forth in the Proxy Statement under the caption “Stock Ownership of Management and Certain Beneficial Holders” is incorporated herein by reference.
(b) Securities Transactions. The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
| 6 |
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in Going-Private Transaction. The information set forth in the Proxy Statement under the captions “Proposal No. 1—Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Background and Cost” and “Proposal No. 1—Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Fairness of the Reverse/Forward Stock Split to Stockholders” is incorporated herein by reference.
(e) Recommendations of Others. The information set forth in the Proxy Information Statement under the caption “Proposal No. 1—Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Recommendation of the Board” is incorporated herein by reference.
Item 13. Financial Statements.
(a) Financial Statements. The information set forth in the Proxy Statement under the caption “Financial Information” is incorporated herein by reference.
(b) Pro Forma Information. The information set forth in the Proxy Statement under the caption “Pro Forma Information” is incorporated herein by reference.
(c) Summary Information. The information set forth in the Proxy Statement under the caption “Summary Financial Information” is incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. None.
(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the caption “Proposal No. 1—Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split - Special Factors - Background and Cost” is incorporated herein by reference.
Item 15. Additional Information.
(a) Agreements, regulatory requirements and legal proceedings. Not Applicable
(b) The information set forth in the Proxy Statement under the caption “Golden Parachutes and Other Compensation of any officers as a result of the Reverse/Forward Stock Split” is incorporated herein by reference.
(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, and each exhibit hereto, is incorporated herein by reference.
Item 16. Exhibits.
(a) The Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission and all exhibits thereto is concurrently with this form is incorporated herein by reference.
(b) None.
(c) None.
(d) The information set forth in the Proxy Statement under the caption “Prior Transactions between the Company and Related Persons and Entities” is incorporated herein by reference.
(e) None.
(f) The information set forth in the Proxy Statement under the caption “Proposal No. 1 - Amendment to the Company’s Articles of Incorporation to Effect A Reverse/Forward Stock Split – Special Factors - Dissenter's and Appraisal Rights” is incorporated herein by reference.
(g) None.
| 7 |
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| INFINITY AUGMENTED REALITY CORPORATION | ||
| By: | /s/ Motti Kushnir | |
| Title: | Chief Executive Officer | |
| By: | /s/ Motti Kushnir | |
| Motti Kushnir, | ||
| Chief Executive Officer | ||
| By: | /s/ Ortal Zanzuri | |
| Ortal Zanzuri, | ||
| Chief Financial Officer | ||
| CS MASTER HOLDINGS LLC | ||
| By: | /s/ David Greenspan | |
| Title: | ||
| ALS CAPITAL VENTURES LLC | ||
| By: | /s/ Daniel Mandelbaum | |
| Title: | ||
| MOSHE ORATZ | ||
| By: | /s/ Moshe Oratz | |
| CREDIT STRATEGIES LLC | ||
| By: | /s/ Daniel Mandelbaum | |
| Title: | ||
| SINGULARITEAM FUND LP | ||
| By its General Partner, Singulariteam GP PTE Ltd. | ||
| By: | /s/ Moshe Hogeg and Kenges Rakishev | |
| Title: | ||
Dated: July 7, 2015
| 8 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| (a) | Proxy Statement on Schedule 14A (filed with the Securities and Exchange Commission on July 7, 2015 and incorporated herein by reference). |
9
| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/7/15 | None on these Dates | ||
| List all Filings | ||||