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): August 1, 2011
GERBER SCIENTIFIC, INC.
(Exact name of Registrant as specified in its charter)
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| CONNECTICUT
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001-05865
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06-0640743 |
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| (State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.) |
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| 24 Industrial Park Road West, Tolland, Connecticut
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06084 |
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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:
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(860) 870-2890 |
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Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
As previously disclosed, Gerber Scientific, Inc. (the “Company”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Vector Knife Holdings (Cayman), Ltd. (“Parent”) and Knife
Merger Sub, Inc. (“Merger Sub”), controlled affiliates of Vector Capital Corporation (“Vector”), on
June 10, 2011. The Merger Agreement provides for the merger (the “Merger”) of Merger Sub with and
into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On July 29, 2011, the Company entered into a Memorandum of Understanding to settle a purported
shareholder class action lawsuit, which sought, among other relief, enjoining of the Merger.
Additional information regarding the Merger and the settlement is provided in a
supplement, dated August 1, 2011, to the Company’s definitive proxy statement, dated July 22, 2011.
A copy of the supplement to the proxy statement is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Important Information
The Company has filed with the Securities and Exchange Commission (the “SEC”) and mailed to its
shareholders a definitive proxy statement regarding the proposed acquisition of the Company by
Vector. Investors and security holders are urged to read the
definitive proxy statement relating to such acquisition and any other relevant documents filed with
the SEC because they contain important information. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents that the Company files with the SEC
from the SEC’s website at www.sec.gov and the Company’s website at www.gerberscientific.com. In
addition, the definitive proxy statement and other documents filed by the Company with the SEC may
be obtained from the Company free of charge by directing a request to Gerber Scientific, Inc., c/o
Investor Relations, 24 Industrial Park Road West, Tolland, CT 06084 USA, telephone: 860-870-2890.
Certain Information Regarding Participants
The Company, its directors, executive officers and certain employees may be deemed to be
participants in the solicitation of the Company’s security holders in connection with the proposed
acquisition of the Company by Vector. Security holders may obtain information regarding the names,
affiliations and interests of such individuals in the Company’s Annual Report on Form 10-K for the
fiscal year ended April 30, 2011, which was filed with the SEC on June 29, 2011. Additional
information regarding the interests of such individuals can also be obtained from the definitive
proxy statement relating to the proposed acquisition of the Company by Vector. These documents may
be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at
www.gerberscientific.com.
Forward-looking Statements
Certain statements herein are “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. Words such as
“anticipates,” “will,” “could,” “should,” “believes,” “expects,” “estimates,” “intends,” “plans,”
“projects,” and similar expressions, may identify such forward-looking statements. Such
forward-looking statements involve risks and uncertainties regarding the Company’s expected
financial condition, results of operations and cash flows. For information identifying other
important economic, political, regulatory, legal, technological, competitive and other
uncertainties, readers are referred to the Company’s filings with the SEC, including but not
limited to, the information included in the Company’s Annual Report on Form 10-K for the fiscal
year ended April 30, 2011, which outlines certain important risks regarding the Company’s
forward-looking statements, as well as information included in subsequently filed Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. These risks include, but are not limited to, delays
in the Company’s new product development and commercialization, intense competition in markets for
each of the Company’s operating segments, rapid technological advances, availability and cost of
raw materials, adverse economic and credit market conditions, volatility in foreign currency
exchange rates, fluctuations in interest rates and the parties’ ability to consummate the proposed
acquisition of the Company by Vector. Actual future results or events may differ materially from
these forward-looking statements. The forward-looking statements contained
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