a. | ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. |
c. | ☐ | A tender offer. |
d. | ☐ | None of the above. |
Transaction Valuation*
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Amount of Filing Fee**
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$
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30,000
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$
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3.21
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☐ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Company Information.
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a)
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Name and Address. The name of the subject company is Quadrant 4 System Corporation, an Illinois corporation (the “Company”). The Company has its principal executive offices at 1501 E. Woodfield Road, Suite 205 S, Schaumburg, IL 60173. The Company’s telephone number is (855) 995-7367.
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b)
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Securities. The information set forth in the Proxy Statement under the caption “Company Information — Company Securities” is incorporated herein by reference.
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c)
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Trading Market and Price. The information set forth in the Proxy Statement under the caption “Company Information — Company Securities” is incorporated herein by reference.
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d)
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Dividends. The information set forth in the Proxy Statement under the caption “Company Information — Company Securities” is incorporated herein by reference.
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e)
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Prior Public Offerings. The Company has not made an underwritten public offering of its Common Stock for cash during the three years preceding the date of the filing of this Schedule 13E-3.
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f)
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Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “Company Information — Company Securities” is incorporated herein by reference.
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Item 3.
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Identity and Background of the Filing Person.
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a)
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Name and Address. The filing person, the Company, is also the subject company, with its address and telephone number provided in Item 2(a) above. The name of each director and executive officer of the Company is set forth as follows:
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b)
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Business and Background of Entities. Not applicable.
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c)
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Business and Background of Natural Persons. The information set forth in the Proxy Statement under the captions “Company Information — Certain Information Concerning the Company, the Company’s Directors and Executive Officers and the Filing Persons” is incorporated herein by reference.
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d)
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Tender Offer. Not applicable.
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Item 4.
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Terms of the Transaction.
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a)
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Material Terms. The information set forth in the Proxy Statement under the captions “Summary Term Sheet,” “Special Factors,” and “Questions and Answers Regarding Proposals for the Special Meeting” is incorporated herein by reference.
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b)
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Purchases. The information set forth in the Proxy Statement under the caption “Other Matters Relating to the Reverse Stock Split — Potential Conflicts of Interests” is incorporated herein by reference.
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c)
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Different Terms. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Effects of the Reverse Stock Split”, “Special Factors — Effects of the Reverse Stock Split” and “Other Matters Relating to the Reverse Stock Split — Potential Conflicts of Interests” is incorporated herein by reference.
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d)
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Appraisal Rights. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Dissenters’ Rights” is incorporated herein by reference.
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e)
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Provisions for Unaffiliated Security Holders. The Company has not made any provision to grant its unaffiliated shareholders access to the corporate files of the Company.
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f)
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Eligibility for Listing or Trading. Not applicable.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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a)
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Transactions. The information set forth in the Proxy Statement under the caption “Company Information — Related Party Transactions” is incorporated herein by reference.
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b)
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Significant Corporate Events. None.
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c)
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Negotiations or Contacts. None.
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d)
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Conflicts of Interest. The information set forth in the Proxy Statement under the caption “Other Matters Relating to the Reverse Stock Split — Potential Conflicts of Interests” is incorporated herein by reference.
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e)
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Agreements Involving the Company’s Securities. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split— Potential Conflicts of Interest” is incorporated herein by reference.
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Item 6.
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Purposes of the Transaction and Plans or Proposals.
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a)
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Purpose. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Purpose of the Reverse Stock Split”, “— Background of the Reverse Stock Split” and “Special Factors — Purpose of the Reverse Stock Split” and “— Background of Reverse Stock Split Transaction” is incorporated herein by reference.
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b)
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Use of Securities Acquired. The fractional shares of Common Stock acquired by the Company in the Reverse Stock Split will be cancelled and returned to the status of authorized but unissued shares.
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c)
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Plans. The transaction is a reverse stock split. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Reverse Stock Split”, “— Purpose of the Transaction”, “— Effects of the Transaction” and “Special Factors — Purpose of the Reverse Stock Split”, “— Background of the Reverse Stock Split”, and “— Effects of the Reverse Stock Split” is incorporated herein by reference.
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d)
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Subject Company Negotiations. Not applicable.
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Item 7.
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Purposes, Alternatives, Reasons and Effects.
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a)
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Purposes. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Purpose of the Reverse Stock Split”, “— Background of the Reverse Stock Split” and “Special Factors — Purpose of the Reverse Stock Split” and “— Background of the Reverse Stock Split” is incorporated herein by reference.
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b)
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Alternatives. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Background of the Reverse Stock Split” and “Special Factors — Background of the Reverse Stock Split” is incorporated herein by reference.
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c)
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Reasons. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Purpose of the Reverse Stock Split” and “Special Factors — Reasons for the Reverse Stock Split” is incorporated herein by reference.
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d)
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Effects. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Reverse Stock Split”, “— Purpose of the Reverse Stock Split”, “— Tax Consequences”, “— Effects of the Reverse Stock Split” and “Special Factors — Purpose of the Reverse Stock Split”, “— Background of the Reverse Stock Split”, “— Reasons for the Reverse Stock Split”, “— Effects of the Reverse Stock Split” and “Other Matters Related to the Reverse Stock Split — Certain Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.
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Item 8.
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Fairness of the Transaction.
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a)
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Fairness. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Fairness of the Reverse Stock Split” and “Special Factors — Fairness of the Reverse Stock Split” is incorporated herein by reference.
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b)
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Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Fairness of the Reverse Stock Split”, “Special Factors — Summary of Opinion of Benchmark” and “— Fairness of the Reverse Stock Split” is incorporated herein by reference.
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c)
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Approval of Security Holders. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Stockholder Approval” is incorporated herein by reference.
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d)
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Unaffiliated Representative. No one retained any unaffiliated representative to act solely on behalf of unaffiliated security holders for any purpose.
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e)
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Approval of Directors. The information set forth in the Proxy Statement under the caption “Special Factors — Fairness of the Reverse Stock Split” is incorporated herein by reference.
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f)
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Other Offers. None.
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Item 9.
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Reports, Opinions, Appraisals and Negotiations.
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a)
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Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the captions “Questions and Answers About the Reverse Stock Split,” “Special Factors — Fairness of the Reverse Stock Split” and in Exhibit A hereto is incorporated herein by reference.
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b)
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Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the captions “Questions and Answers About the Reverse Stock Split,” “Special Factors — Fairness of the Transaction” and in Exhibit A hereto is incorporated herein by reference.
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c)
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Availability of Documents. The information set forth in the Proxy Statement under the caption “Special Factors — Summary of Opinion of Benchmark” is incorporated herein by reference.
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Item 10.
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Source and Amounts of Funds or Other Consideration.
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a)
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Source of Funds. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Source and Amounts of Funds” is incorporated herein by reference.
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b)
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Conditions. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Source and Amounts of Funds” is incorporated herein by reference.
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c)
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Expenses. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Source and Amounts of Funds” is incorporated herein by reference.
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d)
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Borrowed Funds. The information set forth in the Proxy Statement under the caption “Other Matters Related to the Reverse Stock Split — Source and Amounts of Funds” is incorporated herein by reference.
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Item 11.
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Interest in Securities of the Subject Company.
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a)
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Securities Ownership. The information set forth in the Proxy Statement under the caption “Company Information — Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
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b)
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Securities Transactions. The information set forth in the Proxy Statement under the caption “Company Information — Company Securities — Equity Repurchases” is incorporated herein by reference.
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Item 12.
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The Solicitation or Recommendation.
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a)
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Solicitation or Recommendation. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Reverse Stock Split”, “Summary Term Sheet — Voting Information”, “Special Factors — Background of the Reverse Stock Split”, “Special Factors — Effects of the Reverse Stock Split”, “Special Factors — Fairness of the Reverse Stock Split”, “Special Factors — Stockholder Approval”, “Special Factors — Effects of the Reverse Stock Split” and “Other Matters Related to the Reverse Stock Split — Potential Conflicts of Interest” are incorporated herein by reference.
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b)
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Reasons. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Purpose of the Reverse Stock Split” and “Special Factors — Reasons for the Reverse Stock Split” is incorporated herein by reference” are incorporated herein by reference.
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c)
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Intent to Tender. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Voting Information” “Special Factors — Stockholder Approval”, “Special Factors — Effects of the Reverse Stock Split” and “Other Matters Related to the Reverse Stock Split — Potential Conflicts of Interest” are incorporated herein by reference.
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d)
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Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Voting Information” “Special Factors — Stockholder Approval”, “Special Factors — Effects of the Reverse Stock Split” and “Other Matters Related to the Reverse Stock Split — Potential Conflicts of Interest” are incorporated herein by reference.
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e)
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Recommendation of Others. The information set forth in the Proxy Statement under the captions “Summary Term Sheet — Reverse Stock Split”, “Summary Term Sheet — Voting Information”, “Special Factors — Background of the Reverse Stock Split”, “Special Factors — Effects of the Reverse Stock Split”, “Special Factors — Fairness of the Reverse Stock Split”, “Special Factors — Stockholder Approval”, “Special Factors — Effects of the Reverse Stock Split” and “Other Matters Related to the Reverse Stock Split — Potential Conflicts of Interest” are incorporated herein by reference.
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Item 13.
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Financial Statements.
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a)
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Financial Information. The audited financial statements and unaudited interim financial statements are incorporated herein by reference in the Proxy Statement from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (as amended) and the Company's Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2016 and June 30, 2016.
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b)
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Pro Forma Information. The information set forth in the Proxy Statement under the caption “Pro Forma Financial Information” is incorporated herein by reference.
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c)
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Summary Information. The information set forth in the Proxy Statement under the caption “Financial Information” is incorporated herein by reference.
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Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used.
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a)
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Solicitations or Recommendations. Not applicable.
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b)
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Employees and Corporate Assets. Not applicable.
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Item 15.
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Additional Information.
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Item 16.
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Exhibits.
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Name: | Nandu Thondavadi |
Title: | Chief Executive Officer |