SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No: 4)
(Name of Subject Company)
(Name of Person(s) Filing Statement)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Chief Executive Officer
2553 Dulles View Drive, #100
Herndon, Virginia 20171-5219
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Jonathan F. Wolcott, Esq.
Holland & Knight LLP
1600 Tysons Boulevard,
McLean, VA 22102
Laurie L. Green, Esq.
Holland & Knight LLP
515 East Las Olas Boulevard, Suite 1200
Fort Lauderdale FL 33301
|¨||Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.|
This Amendment No. 4 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Statement) originally filed with the U.S. Securities and Exchange Commission (the SEC) by GTSI Corp., a Delaware corporation (the Company), on May 18, 2012, as amended on May 30, 2012 and June 11, 2012. The Statement relates to a tender offer by UNICOM SUB ONE, INC., a Delaware corporation (the Purchaser) and a direct, wholly-owned subsidiary of UNICOM Systems, Inc., a California corporation (Parent), disclosed in a Tender Offer Statement on Schedule TO, dated May 18, 2012 (as amended or supplemented from time to time, the Schedule TO), to purchase all of the outstanding shares of the Company at a purchase price of $7.75 per share (such price, or any per share price paid in the Offer, the Per Share Amount), net to the seller in cash, without interest, and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2012 (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, which together with the Offer to Purchase constitute the Offer).
Except as otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
|Item 8.||Additional Information|
Item 8, Additional Information-(ix) Litigation, is hereby amended and supplemented by adding the following paragraph at the end of page 53 of the Statement:
On June 11, 2012, a class action complaint was filed in the Court of Chancery of the State of Delaware, captioned Michael J. Kulikowski v. GTSI Corp. et al., Case No. 7613-, by purported stockholders of the Company, in connection with the Offer and the Merger. The complaint names as defendants the Company, each member of the GTSI Board (the Individual Defendants), Purchaser and Parent. The suit alleges that the Individual Defendants breached their fiduciary duties to the Companys stockholders in connection with the proposed sale of the Company by failing to maximize the value of the Company, failed to make adequate disclosures and that Purchaser, Parent and the Company aided and abetted the purported breaches of fiduciary duties. The complaint includes, among others, allegations that the 30-day go-shop period is inadequate and the proposed transaction undervalues the Company. The complaint seeks to declare the suit to be a class action and certifying plaintiff as a class representative and his counsel as class counsel, injunctive relief, rescissory and compensatory damages, reasonable allowance for the fees and expenses of plaintiffs attorneys and experts and other equitable relief as the Court of Chancery may deem just and proper.
The Company and its directors believe that the claims made in the complaint are without merit, and intend to defend them vigorously.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Date: June 12, 2012|
|Sterling E. Phillips Jr.|
|Chief Executive Officer|