UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report: (Date of earliest event reported): December 30,
2011
INX
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation) |
1-31949
Commission
file number |
76-0515249
(I.R.S.
Employer Identification No.) |
1955
Lakeway Drive
Lewisville,
Texas 75057
(Address
of Registrant’s principal executive offices)
(469)
549-3800
(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:
¨ 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))
INTRODUCTORY
NOTE
On December 30, 2011, INX Inc. (the
“Company”) completed its previously announced merger (the “Merger”) pursuant to
the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November
1, 2011, by and among the Company, Presidio, Inc. (“Parent”) and Indigo Merger
Sub, Inc. a direct wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to
the Merger Agreement, Merger Sub merged with and into the Company, with the
Company surviving the Merger as a wholly-owned subsidiary of
Parent.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On December 30, 2011, the Merger was
consummated and, in accordance with the Merger Agreement, each share of common
stock of the Company issued and outstanding as of December 30, 2011 (other than
(i) treasury stock owned by the Company, (ii) stock owned by Parent, Merger Sub
or any other direct or indirect wholly-owned subsidiary of Parent or
Merger Sub and (iii) stock owned by stockholders who have perfected and not
otherwise waived, withdrawn or lost their rights to appraisal under Delaware
law), was automatically cancelled and converted into the right to receive $8.75
in cash, without interest and less any applicable withholding
taxes.
Upon the closing of the Merger, the
Company became a wholly-owned subsidiary of Parent, and the Company’s common
stock, which traded under the symbol “INXI,” is being delisted from The NASDAQ
Stock Market LLC (Nasdaq Global Market) (the “Nasdaq”).
The foregoing description of the Merger
and the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which has been filed as Exhibit
2.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on November 1, 2011 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 Merger, the
Company notified Nasdaq on December 30, 2011, of the consummation of the Merger
pursuant to which each share of common stock of the Company (except as otherwise
provided in the Merger Agreement and described above under Item 2.01) was
cancelled and converted into the right to receive $8.75 in cash, without
interest and less any applicable withholding taxes. The Company requested that
Nasdaq file with the SEC an application on Form 25 to deregister the common
shares under Section 12(b) of the Exchange Act and report that the Company’s
common stock is no longer listed on Nasdaq.
Item
3.03 Material Modification to the Rights of Security Holders.
The disclosures contained in Item 2.01
and Item 5.03 of this Report are incorporated herein by reference.
Item
5.01 Change in Control of Registrant.
Pursuant to the terms of the Merger
Agreement, the Merger was completed on December 30, 2011, upon the filing of a
Certificate of Merger with the Secretary of State of the State of Delaware, at
which time Merger Sub merged with and into the Company. As a result of the
Merger, the Company became a wholly-owned subsidiary of Parent. The disclosure
under Item 2.01 is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, all of
the members of the Company’s board of directors resigned as of the effective
time of the Merger. Following such resignations, Messrs. Kevin Penn,
Aaron Tolson, Paul Rossetti and Benjamin Patz were elected to the board of
directors.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the effective time of the Merger and
pursuant to the Merger Agreement, the certificate of incorporation and bylaws of
the Company were amended and restated to be in the form of the certificate of
incorporation and bylaws exhibited in the Merger Agreement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
|
Description |
|
2.1 |
|
Agreement
and Plan of Merger, dated November 1, 2011, by and among INX Inc.,
Presidio, Inc. and Indigo Merger Sub, Inc. (filed as Exhibit 2.1 to
Form 8-K filed with the SEC on November 1, 2011, and incorporated herein
by reference). |
|
3.1 |
|
Amended
and Restated Certificate of Incorporation of the
Company. |
|
3.2 |
|
Amended
and Restated Bylaws of the Company. |
|
99.1 |
|
Press
Release, dated December 30, 2011. |
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: December
30, 2011 |
INX
Inc.
|
|
|
By: /s/ James H.
Long
James H. Long
Executive
Chairman |
EXHIBIT
INDEX
|
Exhibit Number |
|
Description |
|
2.1 |
|
Agreement
and Plan of Merger, dated November 1, 2011, by and among INX Inc.,
Presidio, Inc. and Indigo Merger Sub, Inc. (filed as Exhibit 2.1 to
Form 8-K filed with the SEC on November 1, 2011, and incorporated herein
by reference). |
|
3.1 |
|
Amended
and Restated Certificate of Incorporation of the
Company. |
|
3.2 |
|
Amended
and Restated Bylaws of the Company. |
|
99.1 |
|
Press
Release, dated December 30, 2011. |