Additional Proxy Soliciting Materials (definitive) (defa14a)
12 Mai 2020 - 11:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
May 12, 2020
GlobalSCAPE, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-33601
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74-2785449
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4500 Lockhill Selma Road, Suite 150, San Antonio, Texas
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78249
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (210) 308-8267
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(Former Name or Former Address, If Changed Since Last Report)
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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GSB
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NYSE American LLC
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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 May 12, 2020,
GlobalSCAPE, Inc. (the “Company”) issued a press release announcing that its annual meeting of stockholders scheduled
for and convened on May 12, 2020 (the “Original Meeting”), has been adjourned to May 26, 2020 at 9:00 a.m. Central
Time (the “Adjourned Meeting”). In light of the restrictions on in-person meetings in the City of San Antonio at the
present time, the Company determined to adjourn the meeting to provide stockholders the opportunity to attend the meeting in person
at a later date following the lifting of the City of San Antonio’s current stay-at-home order related to the COVID-19 pandemic.The
Adjourned Meeting will be held on May 26, 2020, at 9:00 a.m. Central Time, at the Company’s headquarters, located at 4500
Lockhill-Selma Road, Suite 150, San Antonio, Texas 78249. A quorum was present for the authorization of the Original Meeting and,
as of the date and time of the Original Meeting, there were sufficient proxies to approve the Company’s proposals presented
at the meeting.
A copy of the press
release is attached as Exhibit 99.1 and is filed as part of this Current Report on Form 8-K.
Additional Information and Where to Find It
This document may
be deemed to be solicitation material in respect of the Adjourned Meeting to be held on May 26, 2020. In connection with the Adjourned
Meeting, the Company has filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”)
on March 30, 2020. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
ADJOURNED MEETING. The definitive proxy statement has been mailed to stockholders who are entitled to vote at the Adjourned Meeting.
Stockholders will also be able to obtain a copy of the definitive proxy statement free of charge by directing a request to the
Company’s Secretary. In addition, the definitive proxy statement is available free of charge at the SEC’s website, www.sec.gov.
Participants in the Solicitation
The Company and
its directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect
of the Adjourned Meeting. Information regarding the Company’s directors and executive officers and any persons who may, under
the rules of the SEC, be considered participants in the solicitation of stockholders in connection with the Adjourned Meeting is
set forth in the definitive proxy statement filed with the SEC on March 30, 2020, available free of charge at the SEC’s website
at www.sec.gov, and by mail at: 4500 Lockhill-Selma Road, Suite 150, San Antonio, Texas 78249.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated May 12, 2020.
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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.
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GLOBALSCAPE, INC.
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Dated: May 12, 2020
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By:
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/s/ Karen J. Young
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Name:
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Karen J. Young
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Title:
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Chief Financial Officer
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