YOUNG INNOVATIONS INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

2013-02-05: Form 8-K; Period of report 2013-01-30; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
2013-01-31: Form 8-K; Period of report 2013-01-30; Description 8.01 Other Events; Details 8.01.
2013-01-22: Form 8-K; Period of report 2013-01-22; Description 8.01 Other Events; Details 8.01.
2013-01-14: Form 8-K; Period of report 2013-01-14; Description 8.01 Other Events; Details 8.01.

Filed	Form	Period of report	Description	Details	Document
2013-02-05	8-K	2013-01-30	2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events	2.01 At a special meeting of stockholders held on January 30, 2013 (the “Special Meeting”), the stockholders of Young Innovations, Inc., a Missouri corporation (the “Company”), adopted the Agreement and Plan of Merger dated as of December 3, 2012 (the “Merger Agreement”) by and among the Company, Young Innovations Holdings LLC, a Delaware limited liability company (“Parent”), and YI Acquisition Corp., a Missouri corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and approved the merger contemplated thereby (the “Merger”). 3.01 In connection with the Merger, on January 31, 2013, the Company submitted a written request to The NASDAQ Stock Market LLC (“NASDAQ”) for NASDAQ to cease trading of the Company’s common stock on the NASDAQ Capital Market, to suspend the listing of the Company’s common stock and to file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist the Company’s common stock from the NASDAQ Capital Market and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 Upon the effective time of the Merger, holders of the Company’s common stock, restricted stock and stock options immediately prior to such effective time ceased to have any rights as stockholders of the Company (other than their right to receive the Per Share Merger Consideration or, in the case of each outstanding stock option, the option consideration equal to the excess of $39.50 over the per share exercise price of such option), and, accordingly, such holders no longer have any interest in the Company’s future earnings or growth. 5.01 The information in Items 2.01, 3.01 and 3.03 is incorporated herein by reference. 5.03 As set forth in Exhibit C to the Merger Agreement, at the effective time of the Merger, the Company’s articles of incorporation and bylaws were amended and restated in their entirety. 5.07 On January 30, 2013, the Company held the Special Meeting to adopt the Merger Agreement. 8.01 On January 31, 2013, the Company issued a press release announcing the completion of the Merger.	y48794_0130138k.htm
2013-01-31	8-K	2013-01-30	8.01 Other Events	8.01 On January 30, 2013, Young Innovations, Inc. (“the Company”) issued a press release announcing that, at a special meeting of shareholders held today, its shareholders voted to adopt the Agreement and Plan of Merger, dated as of December 3, 2012, providing for the acquisition of the Company by an affiliate of Linden Capital Partners.	y48794_8k013013.htm
2013-01-22	8-K	2013-01-22	8.01 Other Events	8.01 On January 4, 2013, Young Innovations, Inc. (the “Company”) began mailing the definitive proxy statement (the “Proxy Statement”) relating to the special meeting of shareholders of the Company, to be held on January 30, 2013, at which meeting the shareholders of the Company will consider and vote upon, among other things, the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of December 3, 2012, by and among the Company, Young Innovations Holdings LLC, a Delaware limited liability company (“Parent”), and YI Acquisition Corp., a Missouri corporation and wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company.	d471595d8k.htm
2013-01-14	8-K	2013-01-14	8.01 Other Events	8.01 On January 14, 2013, Young Innovations, Inc. (“the Company”) issued a press release announcing the expiration of the “go-shop” period under the previously announced Agreement and Plan of Merger, dated as of December 3, 2012 (the “Merger Agreement”), which provides for the acquisition of the Company by an affiliate of Linden Capital Partners (the “Merger”).	y48794_8k011413.htm
2013-01-03	8-K	2013-01-03	8.01 Other Events	8.01 On January 3, 2012, Young Innovations, Inc. (“the Company”) issued a press release announcing that it will hold a special meeting of shareholders on January 30, 2013 at 10:00 a.m., local time, at the offices of McDermott Will & Emery LLP, 227 West Monroe Street, Chicago, Illinois.	y48794_8k010313.htm