Item 8.01. Other Information. Introduction
As previously announced, on
Pursuant to the Merger Agreement, each share of SDI's Class A Common Stock, par
value
TPB filed with the
TPB is making this filing to supplement the proxy statement/prospectus. Nothing in any public filing, including this Current Report on Form 8-K (this "Current Report"), is or shall be deemed to be an admission of the legal necessity of filing or the materiality under applicable laws of any of the additional information contained herein or in any other public filing relating to the matters referenced herein.
Supplemental Disclosures
SDI and TPB have agreed to make the following supplemental disclosures to the proxy statement/prospectus. The following information should be read in conjunction with the proxy statement/prospectus, which should be read carefully and in its entirety. All page references in the information below are to pages in the proxy statement/prospectus, and capitalized terms used in this Current Report shall have the meanings set forth in the proxy statement/prospectus, unless otherwise defined herein.
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(1) Supplement to "QUESTIONS AND ANSWERS ABOUT THE MERGER"
The following disclosure was inadvertently included in the proxy statement/prospectus and should be deleted as indicated below in the referenced paragraph under the heading "QUESTIONS AND ANSWERS ABOUT THE MERGER" on page 2 of the proxy statement/prospectus.
Under the question titled "Q: What is required to consummate the merger?" on page 2 of the proxy statement/prospectus, the words "To consummate the merger, the TPB stockholders must adopt and approve the merger agreement and the transactions contemplated thereby." are deleted.
(2) Supplement to "THE MERGER - Background of the Merger"
The following disclosure supplements and is to be inserted as indicated below in the referenced paragraph under the heading "THE MERGER - Background of the Merger" on page 43 of the proxy statement/prospectus.
In the last sentence of the third full paragraph on page 43 of the proxy
statement/prospectus, the words ", based on the merger being structured as a
forward triangular merger requiring the approval of TPB as the sole stockholder
of Merger Sub and an analysis of the rules of the
(3) Supplement to "THE MERGER - Opinion of the Financial Advisor to the SDI
Special Committee"
The following disclosure supplements and is to be inserted as indicated below in the referenced paragraphs under the heading "THE MERGER - Opinion of the Financial Advisor to the SDI Special Committee" on pages 52 and 53 of the proxy statement/prospectus.
In the first line of the first full paragraph on page 52 of the proxy
statement/prospectus, the words "of
In the first paragraph of the section titled "Miscellaneous" on page 53 of the
proxy statement/prospectus, the words "(inclusive of the
In the third paragraph of the section titled "Miscellaneous" on page 53 of the
proxy statement/prospectus, the words "in an amount of
(4) Supplement to "THE MERGER - Interests of SDI Directors and Executive Officers
in the Merger"
The following disclosure supplements and is to be inserted as indicated below in the table under the heading "THE MERGER - Interests of SDI Directors and Executive Officers in the Merger" on page 58 of the proxy statement/prospectus.
In the last paragraph on page 58 of the proxy statement/prospectus, the
following sentence is inserted as a new last sentence "
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(5) Supplement to "THE MERGER - Golden Parachute Compensation"
The following disclosure supplements and is to be inserted as indicated below in the table under the heading "THE MERGER - Golden Parachute Compensation" on page 60 of the proxy statement/prospectus.
In the first and fourth columns of the line of table for
Cautionary Statements Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements generally can be
identified by phrases such as "plan," "target," "goal," "believes," "intends,"
"expects," "anticipates," "foresees," "forecasts," "estimates" or other words or
phrases of similar import or future or conditional verbs such as will, may,
might, should, would, could, or similar variations. Similarly, statements herein
that describe the merger, including its financial and operational impact, and
other statements of the parties' or management's plans, expectations,
objectives, projections, beliefs, intentions, goals, and statements about the
benefits of the merger, the expected timing of completion of the merger, and
other statements that are not historical facts are also forward-looking
statements. It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do, what
impact they will have on the results of operations and financial condition of
the combined companies or the price of TPB Common Stock or SDI Common Stock.
These forward-looking statements involve certain risks and uncertainties, many
of which are beyond the parties' control, that could cause actual results to
differ materially from those indicated in such forward-looking statements,
including, but not limited to, the unpredictability of the commercial success of
TPB's businesses or operations; the effects of dispositions of businesses or
assets; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the transactions; competitive responses to the transactions; the ability of the
parties to consummate the merger on a timely basis or at all and the
satisfaction of the conditions precedent to consummation of the merger,
including, but not limited to, approval by SDI's stockholders; the possibility
that the transactions may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; the ability of TPB to
implement its plans, forecasts and other expectations with respect to TPB's
business after the completion of the merger; business disruption following the
transaction; the merger may not be completed on the timeframe expected or at
all; diversion of management's attention from ongoing business operations and
opportunities; litigation relating to the transactions and the other risks and
important factors contained and identified in SDI's and TPB's filings with the
Additional Information
This Current Report on Form 8-K may be deemed to be solicitation material in
respect of the proposed transaction. In connection with the proposed
transaction, TPB filed with the
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The proxy statement/prospectus and other documents relating to the proposed
transaction can be obtained free of charge from the
Participants in the Solicitation
TPB and SDI and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the merger. Information about TPB's
directors and executive officers is available in TPB's proxy statement dated
No Offer or Solicitation
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
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