- Amended Statement of Ownership: Solicitation (SC 14D9/A)
09 Septembre 2010 - 6:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
ICX
TECHNOLOGIES, INC.
(Name of Subject Company)
ICX TECHNOLOGIES, INC.
(Names of Persons Filing Statement)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
043176106
(CUSIP Number of Class of Securities)
Colin J.
Cumming
Chief Executive Officer
ICx Technologies, Inc.
2100 Crystal Drive, Suite 650
Arlington, Virginia 22202
(703) 678-2111
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Peter Allan Atkins and Randall H. Doud
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of ICx Technologies, Inc. (the
Company
) initially filed on September 3, 2010. The Statement relates to the cash tender offer by Indicator Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of FLIR Systems, Inc. (
Parent
), disclosed in a Tender Offer Statement on Schedule TO dated September 3, 2010 filed with the Securities and Exchange Commission, to purchase
all of the Companys outstanding common stock, par value $0.001 per share (the
Shares
), at a price of $7.55 per Share, net to the selling stockholder in cash without interest, less any required withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated September 3, 2010 (as amended or supplemented from time to time, the
Offer to Purchase
) and in the related Letter of Transmittal (as amended or
supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
), which were filed with the Statement as Exhibits (a)(1) and (a)(2) thereto. Except as otherwise set
forth below, the information set forth in the Statement remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Statement.
Item 8.
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Additional Information.
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The fifth paragraph of Subsection (g) of Item 8 entitled Stockholder Litigation is hereby amended and restated in
its entirety as follows.
On September 8, 2010, the Court of Chancery of the State of Delaware entered an Order for
Consolidation and Appointment of Lead Counsel with respect to the Sloan Complaint, the Dobbs Complaint and the Reust Complaint. The files of the actions thereby consolidated shall be maintained in one file under C.A. No. 5769-VCL and under the
caption
In re ICx Technologies, Inc. Shareholder Litigation
.
Item 9
(
Exhibits
) of the Schedule 14D-9 is hereby amended and supplemented by inserting the following exhibit thereto:
Exhibit
(a)(5)(G) Order for Consolidation and Appointment of Lead Counsel, dated September 8, 2010.
Annex B The Information Statement of the
Company.
The fifth paragraph of the section entitled Legal Proceedings is hereby amended and restated in its
entirety as follows:
On September 8, 2010, the Court of Chancery of the State of Delaware entered an Order for
Consolidation and Appointment of Lead Counsel with respect to the Sloan Complaint, the Dobbs Complaint and the Reust Complaint. The files of the actions thereby consolidated shall be maintained in one file under C.A. No. 5769-VCL and under the
caption
In re ICx Technologies, Inc. Shareholder Litigation
.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
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ICX TECHNOLOGIES, INC.
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By:
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/
S
/ C
OLIN
J.
C
UMMING
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Name:
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Colin J. Cumming
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Title:
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Chief Executive Officer
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Dated:
September 9, 2010
Icx Technology (MM) (NASDAQ:ICXT)
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