emcproposal.htm
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date of
Report (Date of earliest event reported): March 9, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12333
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86-0385884
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(State
or other jurisdiction of
incorporation
or organization)
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Commission
file
number
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(I.R.S.
Employer
identification
number)
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10955
Vista Sorrento Parkway, San Diego,
CA 92130
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(Address
of principal executive
offices) (Zip
Code)
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(858)
314-7000
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, 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)
ý 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))
Important Additional
Information for Investors and Stockholders
In
connection with the transaction, the Company intends to file a proxy statement
with the SEC. INVESTORS AND STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may obtain a free copy of the proxy
statement (when it becomes available) and other documents filed by the Company
at the SEC’s website at http://www.sec.gov. A
free copy of the proxy statement when it becomes available may also be obtained
from the Company, by calling Investor Relations at (801) 332-3585 or by
writing to Iomega Corporation, Attn: Investor Relations, 10955 Vista Sorrento
Parkway, San Diego, CA 91230.
The
Company, ExcelStor Great Wall Technology Limited, Shenzhen ExcelStor Technology
Limited, Great Wall Technology Company Limited, ExcelStor Group Limited, and
ExcelStor Holdings Limited, and each of their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the stockholders of the Company in favor of the transaction. Information about
the executive officers and directors of the Company and their ownership of the
Company’s common stock is set forth in the proxy statement for the Company’s
2007 Annual Meeting of Stockholders filed with the SEC on April 13, 2007
and the Company’s Current Reports on Form 8-K filed with the SEC on
September 27, 2007, November 8, 2007, December 12,
2007, December 20, 2007, January 23, 2008, and February 5, 2008.
Certain directors and executive officers of the Company may have direct or
indirect interests in the transaction due to securities holdings, pre-existing
or future indemnification arrangements, vesting of options or rights to
severance payments if their employment is terminated following the transaction.
Additional information regarding the Company, ExcelStor Great Wall Technology
Limited, Shenzhen ExcelStor Technology Limited, Great Wall Technology Company
Limited, ExcelStor Group Limited, and ExcelStor Holdings Limited, and the
interests of each of their respective executive officers and directors in the
transaction will be contained in the proxy statement regarding the transaction
that will be filed by the Company with the SEC.
Item
8.01 Other Events
On March
10, 2008, Iomega Corporation issued a press release announcing receipt of an
unsolicited non-binding indication of interest from EMC Corporation ("EMC"), in
which EMC indicated that it is prepared to offer to acquire the outstanding
common stock of Iomega for $3.25 per share, assuming a total of approximately
54.8 million outstanding shares. Iomega’s board of directors (the
“Board”) met on March 9, 2008 and unanimously determined that the proposal from
EMC would not reasonably constitute a superior proposal within the meaning of
the share purchase agreement between Iomega, ExcelStor Great Wall Technology
Limited, a Cayman Islands company, Shenzhen ExcelStor Technology Limited, a PRC
company, Great Wall Technology Company Limited, a People’s Republic of China
company, ExcelStor Group Limited, a Cayman Islands company, and ExcelStor
Holdings Limited, a British Virgin Islands company (the “Selling Stockholders”).
The Board reached its conclusion based upon valuation and the Board’s view that
the proposed due diligence contingencies were overly broad. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
As
previously announced, Iomega and the Selling Stockholders executed a share
purchase agreement, dated December 12, 2007 in connection with a business
combination. Iomega and the Selling Stockholders are in the process
of preparing the required filings for obtaining the necessary regulatory and
stockholder approvals for the business combination.
Item
9.01 Financial Statements and Exhibits.
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Exhibits.
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Press
Release, dated as of March 10, 2008, announcing Iomega Corporation’s
receipt of an unsolicited non-binding indication of interest from EMC
Corporation.
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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.
IOMEGA
CORPORATION
By: /s/ Jonathan S.
Huberman______________
Jonathan S. Huberman
Chief Executive Officer
Date: March
10, 2008