VELODYNE LIDAR Item 8.01 Other Events.
The information in this Current Report on Form 8-K is being filed to update and
supplement the proxy statement filed by
As of
The complaints name as defendants Velodyne and the members of the Velodyne board
of directors. The O'Dell Complaint also lists "
As of
Velodyne may receive additional stockholder demand letters, and additional lawsuits related to the Transaction may be filed in the future.
Velodyne believes that the claims asserted in the demand letters and complaints are without merit and that no supplemental disclosure to the Proxy Statement is required under any applicable rule, statute, regulation or law. However, to, among other things, eliminate the burden, inconvenience, expense, risk and disruption of continuing litigation, and without admitting liability or wrongdoing, Velodyne has determined that it will make the below supplemental disclosures. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. The Velodyne board of directors continues to recommend unanimously that you vote "FOR" the proposals being considered at Velodyne's special meeting of stockholders.
The information contained in this Current Report on Form 8-K is incorporated by reference into the Proxy Statement. All page references in this Current Report on Form 8-K are to pages of the Proxy Statement, and all terms used in this Current Report on Form 8-K, but not otherwise defined, shall have the meanings ascribed to such
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terms in the Proxy Statement. The following information should be read in conjunction with the Proxy Statement, which should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Proxy Statement. The inclusion in this Current Report on Form 8-K regarding certain summary unaudited prospective financial information in the Proxy Statement should not be regarded as an indication that any of Velodyne, Ouster or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material or to be reliably predictive of actual future results, and the unaudited prospective financial information should not be relied upon as such.
SUPPLEMENTAL DISCLOSURES
The disclosure on page 14 of the Proxy Statement in the section entitled "Questions and Answers" is hereby amended and supplemented as follows (with new text underlined and deleted text stricken):
Q: Will Velodyne equity awards be affected by the mergers?
A: At the effective time, all Velodyne options held by individuals who
are eligible to be included as an "employee" in a registration
statement filed on Form S-8 immediately following the effective time
("continuing service providers") will be converted into a stock option
to purchase shares of Ouster common stock ("Ouster Option") with the
same terms and conditions as applied to the option immediately prior
to the effective time; however, each Ouster Option will cover a number
of shares of Ouster common stock equal to the product of the number of
shares of Velodyne common stock subject to the Velodyne option and the
exchange ratio and will have an exercise price per share equal to the
amount obtained by dividing the per-share exercise price of the
Velodyne option by the exchange ratio. Each Velodyne option that is
not held by a continuing service provider will terminate immediately
prior to the effective time for no consideration.
All Velodyne restricted stock unit ("RSU") awards held by continuing service providers will be converted into an award of restricted stock units covering Ouster common stock (each, an "Ouster RSU award") with the same terms and conditions as applied to the Velodyne RSU award immediately prior to the effective time; however, the Ouster RSU awards will cover a number of shares of Ouster common stock equal to the product of the number of shares of Velodyne common stock subject to the Velodyne RSU award and the exchange ratio. Each Velodyne RSU award that is not held by a continuing service provider will terminate immediately prior to the effective time for no consideration.
Each share of Ouster common stock issued upon conversion of a share of Velodyne common stock, as described in this paragraph, that is subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, as amended ("Velodyne Restricted Stock") will be subject to the same substantial risk of forfeiture and will have the same terms and conditions, including vesting, as applied to the Velodyne Restricted Stock immediately prior to the effective time ("Ouster Restricted Stock"), except that any performance goals applicable to Velodyne Restricted Stock will be deemed achieved at the greater of target and actual performance and, as of the effective time, the Ouster Restricted Stock issued on conversion of Velodyne Restricted Stock that was originally scheduled to vest based on performance goals will be subject solely to the service-based vesting schedule otherwise applicable to the Velodyne Restricted Stock.
All shares of Velodyne Restricted Stock and all Velodyne RSU awards held by non-employee members of the Velodyne board of directors will vest in full and become free of any restrictions, including any risk of forfeiture, as of the effective time and will be treated as shares of Velodyne common stock under the merger agreement.
At the effective time, each of the public warrants and private warrants of
Velodyne ("Velodyne Warrants") will be converted into a warrant to acquire
Ouster common stock ("Ouster Warrant") with the same terms and conditions as
applied to such Velodyne Warrant immediately prior to the effective time;
however, such Ouster Warrant will cover a number of shares of Ouster common
stock equal to the product of the number of shares of Velodyne common stock
subject to the Velodyne Warrant and the exchange ratio and will have an exercise
price per share equal to the amount obtained by dividing the per share exercise
price of the Velodyne Warrant by the exchange ratio. As of
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The mergers will each be treated as a "change in control" or term of similar meaning for purposes of the Velodyne compensation and benefit plans, which determination will result in certain "double trigger" benefits under certain of such plans upon a qualifying termination of employment by certain executives subsequent to the effective time. For more information, see the information provided in the section entitled "Interests of Velodyne's Directors and Executive Officers in the Mergers" of this joint proxy statement/prospectus.
Q: How will Velodyne's public and private warrants be affected by the mergers?
A: At the effective time, each of the public warrants and private
warrants of Velodyne ("Velodyne Warrants"), whether or not then
exercisable, will be assumed by Ouster and will be converted into a
warrant to acquire Ouster common stock ("Ouster Warrant") subject to
the same terms and conditions as applied to such Velodyne Warrant
immediately prior to the effective time; however, each such Ouster
Warrant as so assumed and converted will be a warrant to acquire that
number of whole shares of Ouster common stock (rounded down to the
nearest whole share), equal to the product of the number of shares of
Velodyne common stock subject to the Velodyne Warrant and the exchange
ratio, and will have an exercise price per share of Ouster common
stock equal to the amount obtained by dividing the per share exercise
price of the Velodyne Warrant by the exchange ratio. As of
November 15, 2022 , Velodyne had (i) outstanding publicly traded
warrants exercisable for 4,480,425 shares of common stock at $11.50
per share; and (ii) an outstanding private warrant owned by an
affiliate of Amazon Inc. , exercisable for up to 39,784,213 shares of
common stock at $4.16 per share, 50% of which will vest at the
effective time.
The Ouster Warrants to be issued in connection with the mergers are expected to be listed for trading on the NYSE American under the symbol "OUST WSA". Ouster will use its reasonable best efforts to cause the Ouster Warrants to be issued in connection with the mergers to be approved for listing on the NYSE American, subject to official notice of issuance, prior to the effective time. Each of the parties has agreed to cooperate with the other party and to use their respective reasonable best efforts to cause the delisting of the Velodyne Warrants from the Nasdaq and to terminate their registration under the Exchange Act as promptly as practicable following the closing in compliance with applicable law. At the effective time, the currently outstanding publicly traded warrants to acquire Ouster common stock will continue to trade on the NYSE under the symbol "OUST.WS" and to be subject to the terms and conditions of the warrant agreements applicable to such warrants.
The disclosure on page 14 of the Proxy Statement in the section entitled "Questions and Answers" is hereby supplemented by amending the fourth sentence of the first paragraph as follows (with new text underlined):
Q: Who will solicit and pay the cost of soliciting proxies?
A: Ouster has engaged MacKenzie Partners, Inc. , which is referred to as
MacKenzie Partners , to assist in the solicitation of proxies for the
Ouster special meeting. Ouster estimates that it will pay MacKenzie
Partners a fee of approximately $10,000 , plus reimbursement of
reasonable expenses. Ouster has agreed to indemnify MacKenzie Partners
against various liabilities and expenses that relate to or arise out
of its solicitation of proxies (subject to certain exceptions).
Velodyne has engaged Kingsdale Advisors and Alliance Advisors , which
are referred to as Kingsdale and Alliance , respectively, to assist in
the solicitation of proxies for the Velodyne special meeting and to
provide related advice and informational support, each for a services
fee and the reimbursement of customary disbursements, which are
estimated to be approximately $27,000 in total. Velodyne has agreed to
indemnify Kingsdale and Alliance against various liabilities and
expenses that relate to or arise out of its solicitation of proxies
(subject to certain exceptions). Ouster and Velodyne also may be
required to reimburse banks, brokers and other custodians, nominees
and fiduciaries or their respective agents for their expenses in
forwarding proxy materials to beneficial owners of Ouster common stock
and Velodyne common stock, respectively. Ouster's directors, officers
and employees and Velodyne's directors, officers and employees also
may solicit proxies, by telephone, by mail, by electronic means or in
person. They will not be paid any additional amounts for soliciting
proxies.
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The disclosure on page 15 of the Proxy Statement in the section entitled "Questions and Answers" is hereby supplemented by amending the last paragraph as follows (with new text underlined):
Q: Whom do I call if I have questions about the Ouster special meeting,
the Velodyne special meeting or the mergers?
A: If you have questions about the Ouster special meeting, the Velodyne
special meeting or the mergers, or desire additional copies of this
joint proxy statement/prospectus or additional proxies, you may
contact:
if you are an Ouster stockholder: if you are a Velodyne stockholder:
Kingsdale Advisors 1407 Broadway , 27th Floor745 Fifth Avenue , 5th FloorNew York, NY 10018New York, New York 10151
(212) 929-5500 (Call Collect) (646)-851-2790 (Call Collect) Call Toll-Free: (800) 322-2885 Call Toll Free: (877)-659-1821 proxy@mackenziepartners.com contactus@kingsdaleadvisors.com
or
Alliance Advisors
200 Broadacres Drive , 3rd Floor
Bloomfield, NJ 07003
Toll Free 1-855-796-2124
The disclosure on page 55 of the Proxy Statement in the section entitled "The Velodyne Special Meeting - Proxy Solicitation Costs" is hereby supplemented by amending the fourth paragraph as follows (with new text underlined):
Velodyne has retained
The disclosure on page 55 of the Proxy Statement in the section entitled "The Velodyne Special Meeting - Assistance" is hereby supplemented by amending the last paragraph as follows (with new text underlined):
If you need assistance voting or in completing your proxy card or have questions regarding the Velodyne special meeting or the mergers, please contact Kingsdale, the proxy solicitation agent for Velodyne:
Kingsdale Advisors 745 Fifth Avenue , 5th FloorNew York, New York 10151 (646)-851-2790 (Call Collect) Call Toll Free: (877)-659-1821 contactus@kingsdaleadvisors.com orAlliance Advisors 200 Broadacres Drive , 3rd FloorBloomfield, NJ 07003 Toll Free 1-855-796-2124 4
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The disclosure on page 63 of the Proxy Statement in the section entitled "The Mergers - Background of the Mergers" is hereby supplemented by adding a sentence at the end of the third full paragraph and at the end of the fourth full paragraph as follows (with new text underlined):
On
On
The disclosure on page 70 of the Proxy Statement in the section entitled "The Mergers - Background of the Mergers" is hereby supplemented by amending the second full paragraph as follows (with new text underlined):
Also on
The disclosure on page 72 of the Proxy Statement in the section entitled "The Mergers - Background of the Mergers" is hereby supplemented by amending and restating the fourth full paragraph as follows (with new text underlined):
On
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The disclosure on page 92 of the Proxy Statement in the section entitled
"Opinion of
This analysis indicated the following approximate implied per share equity value
reference range for Velodyne, based on 259.1 million fully-diluted shares of
Velodyne common stock, as provided by Velodyne management, which is referred to
as the Velodyne fully-diluted share amount, as compared to the per share price
of Velodyne common stock implied by the exchange ratio, based on the closing
price of Ouster common stock on
Per Share Price
EV/CY2024E Implied by
Revenue Exchange Ratio$0.92 -$1.51 $ 0.93
The disclosure on page 92 of the Proxy Statement in the section entitled
"Opinion of
Discounted Cash Flow Analysis.
This analysis indicated the following approximate implied per share equity value
reference range for Velodyne, based on the Velodyne fully-diluted share amount,
as compared to the per share price of Velodyne common stock implied by the
exchange ratio, based on the closing price of Ouster common stock on
Implied Per Share Equity Value Per Share Price
$0.66 -$1.27 $0.93 6
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Other Factors.
• BofA Securities reviewed the trading range of Velodyne common stock for
the 12-month period as of November 3, 2022 , which was $0.83 to $7.83 .
• BofA Securities reviewed publicly available equity research analyst price
targets for Velodyne common stock available as of November 3, 2022 , and
noted that the range of such price targets (discounted one year by 14.25%
cost of equity, representing the midpoint of the discount rate range used
in the discounted cash flow analysis) was $1.31 to $10.50 per share.
The disclosure on page 93 of the Proxy Statement in the section entitled
"Opinion of
This analysis indicated the following approximate implied per share equity value
reference range for Ouster, based on 212.5 million fully-diluted shares of
Ouster common stock, as provided by Ouster management, which is referred to as
the Ouster fully-diluted share amount, as compared to the closing price of
Ouster common stock on
Closing Price of
Ouster on
EV/CY2024E Revenue November 3, 2022
$0.64 - $1.43 $ 1.13
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The disclosure on page 93 of the Proxy Statement in the section entitled
"Opinion of
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