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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 13, 2023

 

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware 001-33938 52-0729657
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

 

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of principal executive offices) (Zip Code)

 

(410) 229-1000

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share TESS Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

  

Item 8.01.Other Events

 

On July 13, 2023, TESSCO Technologies Incorporated (“Tessco” or the “Company”) issued a press release announcing that the proposal to approve the merger (the “Merger”) between Tessco and entities affiliated with Lee Equity Partners LLC and Twin Point Capital LLC was approved at the Special Meeting of Stockholders of the Company held July 13, 2023 and that the Company expects the Merger to close on Monday, July 17, 2023, subject to the satisfaction of the remaining closing conditions as described in the Agreement and Plan of Merger among the parties, dated April 11, 2023.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit Description
99.1 Press release by TESSCO Technologies Incorporated dated, July 13, 2023
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TESSCO Technologies Incorporated  
   
By: /s/ Aric M. Spitulnik  
  Aric M. Spitulnik  
  Chief Financial Officer and Senior Vice President  
   
Dated: July 13, 2023