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) June 23, 2011
LABARGE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-05761
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73-0574586 |
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(Commission
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(I.R.S. Employer |
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File
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Identification No.) |
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| 9900 Clayton Road |
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| St. Louis, Missouri
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63124 |
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(Zip Code) |
Registrant’s telephone number, including area code (314) 997-0800
N/A
(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))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2011, LaBarge, Inc. (the “Registrant”) held a special meeting of stockholders (the
“Special Meeting”), for which proxies were solicited pursuant to Regulation 14A of the Securities
Exchange Act of 1934. The chief purpose of the Special Meeting was to consider and vote on a
proposal to adopt the Agreement and Plan of Merger, dated as of April 3, 2011 (the “Merger
Agreement”), among Ducommun Incorporated, DLBMS, Inc. and the Registrant, pursuant to which DLBMS,
Inc. will merge with and into the Registrant in accordance with Delaware law, whereupon the
separate existence of DLBMS, Inc. will cease, and the Registrant will be the surviving corporation
and each share of the Registrant’s common stock will be cancelled and converted into the right to receive $19.25
in cash (the “Merger”).
Adoption and approval of the Merger Agreement required the affirmative vote of the holders of
two-thirds of the Registrant’s shares of common stock entitled to vote thereon.
A quorum was present at the Special Meeting and the Merger Agreement was adopted by the
affirmative vote of the Registrant’s stockholders. A tally of the vote at the Special Meeting is
as follows:
FOR: 13,075,149 shares
AGAINST: 89,728 shares
ABSTAIN: 9,753 shares
The Registrant expects to close and complete the transactions contemplated by the Merger
Agreement on or about June 28, 2011. A press release issued by the Registrant on June 23, 2011 announcing the
results of the Special Meeting is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements that are based on
management’s expectations and beliefs concerning future events impacting the Registrant. Certain
matters contained herein are based upon information available to management as of the date hereof.
These forward-looking statements are only predictions and are subject to risks, uncertainties and
assumptions that are difficult to predict. These forward-looking statements involve certain risks
and uncertainties that could cause actual results to differ materially from those indicated,
including the risk that the contemplated Merger does not occur, that Ducommun fails to obtain the
necessary debt financing arrangements and that the expenses of the proposed Merger are greater than
expected. As a result, actual results may differ materially and adversely from those expressed in
any forward-looking statement. Factors that may cause such a difference include, but are not
limited to, risks and uncertainties described in the Registrant’s most recent Annual Report on Form
10-K filed with the SEC, as may be updated from time to time in the Registrant’s subsequent filings
with the SEC. The Registrant takes no obligation to revise or update publicly any forward-looking
statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. |
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Description of Exhibit |
99.1
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Press release of LaBarge, Inc., dated June 23, 2011. |