0000927355
false
0000927355
2023-07-13
2023-07-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 13, 2023
TESSCO
Technologies Incorporated
(Exact name of registrant as specified in
its charter)
Delaware |
001-33938 |
52-0729657 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification
Number) |
11126 McCormick Road, Hunt Valley, Maryland 21031
(Address of principal executive offices)
(Zip Code)
(410) 229-1000
(Registrant’s telephone number, including
area code)
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common
Stock, $0.01 par value per share |
TESS |
Nasdaq Global Market |
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. ¨
On July 13, 2023, TESSCO Technologies
Incorporated (“Tessco” or the “Company”) issued a press release announcing that the proposal to approve the merger (the
“Merger”) between Tessco and entities affiliated with Lee Equity Partners LLC and Twin Point Capital LLC was approved at the Special
Meeting of Stockholders of the Company held July 13, 2023 and that the Company expects the Merger to close on Monday, July 17, 2023,
subject to the satisfaction of the remaining closing conditions as described in the Agreement and Plan of Merger among the parties, dated April 11, 2023.
Item 9.01 | Financial Statements and Exhibits. |
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.
TESSCO Technologies Incorporated |
|
|
|
By: |
/s/ Aric M.
Spitulnik |
|
|
Aric M. Spitulnik |
|
|
Chief Financial Officer and Senior Vice President |
|
|
|
Dated: July 13, 2023 |
|
Exhibit
99.1
TESSCO
Technologies Incorporated Receives
Stockholder Approval to Merge and Announces
Expected Merger Closing Date
HUNT VALLEY,
Md.--(BUSINESS WIRE)-- (NASDAQ: TESS), TESSCO TECHNOLOGIES INCORPORATED (“Tessco” or the “Company") announced
today that, at a Special Meeting of Stockholders held on July 13, 2023, Tessco stockholders approved the proposal to approve the merger
transaction between Tessco and entities affiliated with Lee Equity Partners LLC and Twin Point Capital LLC, which also own Alliance Corporation
(“Alliance”), a value-added distributor of equipment for the wireless industry, and GetWireless, LLC (“GetWireless”),
a value-added distributor of cellular solutions that connect the Internet of Things (IoT).
The Company
also announced that it expects the merger transaction to close on Monday, July 17, 2023, subject to customary closing conditions. Assuming
that closing date, upon closing, the Company will become directly or indirectly wholly owned by entities affiliated with Lee Equity Partners
LLC and Twin Point Capital LLC, Tessco’s common stock will cease trading on Nasdaq, and all outstanding shares of Tessco common
stock, other than any held by stockholders that perfected their statutory rights of appraisal, will be converted into the right to receive
the merger consideration of $9.00 per share.
Forward-Looking
Statements
This press
release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations and beliefs of Tessco’s
management and Alliance and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed
or implied by the forward-looking statements herein due to risks and uncertainties. These risks and uncertainties include, but are not
limited to, those associated with: the parties’ ability to meet expectations regarding the timing and completion of the merger;
the occurrence of any event, change or other circumstance that would give rise to the termination of the merger agreement and the fact
that certain terminations of the merger agreement could require the Company to pay a termination fee of $4.0 million; the failure to
satisfy each of the conditions to the consummation of the merger; the disruption of management’s attention from ongoing business
operations due to the merger; the effect of the announcement of the merger on Tessco’s relationships with its customers, as well
as its operating results and business generally; the outcome of any legal proceedings related to the merger; retention of employees of
Tessco following the announcement of the merger; and the fact that Tessco’s stock price may decline significantly if the merger
is not completed.
The above
discussion should not be construed as exhaustive and should be read in conjunction with our other disclosures, including but not limited
to the risk factors and other factors described in our SEC filings including Part I, Item 1A of our Annual Report on Form 10-K for the
fiscal year ended March 26, 2023, filed with the SEC on May 26, 2023, as amended by Amendment No. 1 to Annual Report on Form 10-K, filed
with the SEC on June 7, 2023, our Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the SEC
on June 8, 2023 and other securities filings with the SEC that are available at the SEC's website at www.sec.gov. New risks emerge
from time to time. It is not possible for our management to predict all risks.
About
TESSCO Technologies Incorporated (NASDAQ: TESS)
TESSCO Technologies,
Inc. (NASDAQ: TESS) is a value-added technology distributor, manufacturer, and solutions provider serving commercial customers in the
wireless infrastructure ecosystem. The Company was founded more than 40 years ago with a commitment to deliver industry-leading products,
knowledge, solutions, and customer service. Tessco supplies products to the industry’s top manufacturers in mobile communications,
Wi-Fi, Internet of Things, wireless backhaul, and more. Tessco is a single source for outstanding customer experience, expert knowledge,
and complete end-to-end solutions for the wireless industry. For more information, visit www.tessco.com.
About
Alliance Corporation
Alliance
Corporation distributes equipment for wireless network infrastructure, in-building signal enhancement solutions, cellular broadband systems,
next generation 5G networks, fixed wireless and private enterprise networks, as well as cellular solutions that connect the Internet
of Things. Alliance provides pre- and post-sale technical support, engineering, radio configuration and training services. Alliance serves
telecommunication carriers, fixed wireless broadband service providers, OEMs, systems integrators, resellers, and contractors in education,
enterprise, federal government, military, healthcare, industrial, municipal government, oil and gas, mining, public safety, security,
utilities, and transportation industries. Visit www.alliancecorporation.ca.
Alliance
merged with GetWireless, LLC, a value-added distributor of cellular solutions that connect the Internet of Things (IoT). Given its strategic
portfolio of embedded modules, end-device modems, intelligent gateways, and cellular boosters, GetWireless supplies the most advantageous
cellular solutions for a broad array of IoT applications. GetWireless enables mobile network operators, value-added resellers, integrators,
and OEMs across a wide range of enterprise, industrial, government, and SMB applications. Visit www.getwirelessllc.com.
About
Lee Equity Partners
Lee Equity
Partners, LLC is a New York-based private equity firm that partners with successful management teams to build companies with strong growth
potential. Lee Equity targets equity investments of $50 million to $150 million in middle-market control buyouts and growth capital financings
in companies with enterprise values of $100 million to $500 million that are located primarily in North America. The firm invests within
three distinct sectors, healthcare services, financial services, and business services, where the team has developed deep relationships
over decades. For more information, visit www.LeeEquity.com.
About
Twin Point Capital
Twin Point
Capital is a New York-based principal investment firm, which partners with outstanding management teams to build market leading companies.
Twin Point’s portfolio includes investments in the communications, technology and technology-enabled service industries.
Contacts
TESSCO Technologies
Incorporated
Aric Spitulnik
Chief Financial Officer
410-229-1419
spitulnik@tessco.com
David Calusdian
Sharon Merrill Associates, Inc.
617-542-5300
TESS@investorrelations.com
Source: TESSCO
Technologies Incorporated
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
TESSCO Technologies (NASDAQ:TESS)
過去 株価チャート
から 4 2024 まで 5 2024
TESSCO Technologies (NASDAQ:TESS)
過去 株価チャート
から 5 2023 まで 5 2024