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: August 15, 2014

 

Commission file number 001-11602

 

 

APPLIED NANOTECH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Texas   76-0273345
(State or other jurisdiction of
incorporation or organization)
 
 

(I.R.S. Employer

Identification No.)

 

3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758

(Address of principal executive offices) (Zip Code)

 

 

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:

 

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

 

[X]  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))

 

 

 

 
 

 

Item 7.01 Regulation FD Disclosure.

 

On August 15, 2014 we issued a press release stating that a majority of our shareholders have returned proxies or voting instructions to approve the proposed combination with NanoHolding, Inc. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

99.1Press Release of Applied Nanotech Holdings, Inc. dated August 15, 2014 (furnished herewith).

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

In connection with the merger of APNT and NanoHoldings discussed in this Form 8-K, we filed a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”). OUR SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents by contacting our Investor Relations Department, 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758 (Telephone: (512) 339-5020). In addition, documents we filed with the SEC are available free of charge at the SEC’s web site at http://www.sec.gov and at our website www.appliednanotech.net under “Investor Information - SEC Filings.”

 

Our company and our directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger discussed in this Form 8-K. Information regarding our directors and executive officers is available in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 25, 2014, and the proxy statement and other relevant materials filed with the SEC in connection with these matters. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC when they become available.

 

 
 

 

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.

 

    Applied Nanotech Holdings, Inc
       
Date: August 15, 2014   By: /s/ Jacque Soptick
      Jacque Soptick, Chief Accounting Officer

 

 
 

 

 

 

 

Applied Nanotech Holdings, Inc. expects approval

to become PEN Inc.

 

Two leading companies combine to bring to market

advanced products enabled by nanotechnology

 

Shareholder meeting will occur on Friday, August 22, 2014,

in Irving, TX to vote on the combination

 

Austin, Texas – August 15, 2014 – Applied Nanotech Holdings, Inc. (OTCQB: APNT) (Applied Nanotech), a global leader in nanotechnology research and development, today announced that a majority of shareholders have returned proxies or voting instructions to approve the proposed combination with NanoHolding Inc., the parent company of Nanofilm, Ltd. (Nanofilm), a private company with a leading market position for specialty optical coatings, cleaners and nano-composite products. The combination will create a new publicly traded company called PEN Inc.

 

“It’s clear that APNT shareholders see the growth potential of the combination with Nanofilm,” said Robert Ronstadt, chairman of the APNT board of directors. “The creation of PEN Inc. from the combination of our company, Applied Nanotech, and Nanofilm, is the beginning of a new era, with proven leadership and resources focused on extracting the maximum value of APNT’s IP portfolio through commercial products.” Mr. Ronstadt went on to say, “The creation of PEN Inc. was the culmination of over a year of planning to create the best structure to maximize value for the Applied Nanotech shareholders.”

 

“My vision for PEN is to bring to the commercial marketplace advanced-performance products enabled by nanotechnology,” stated Scott Rickert, the current CEO of Nanofilm who will be the CEO of PEN. “Applied Nanotech, like Nanofilm, has exciting intellectual property, and I believe everyone on both teams is excited to roll up their sleeves and get to work right now.” Dr. Rickert added, “As PEN moves forward as a public company, the Management and Board will be focused on a growth strategy. I look forward to sharing details of that growth strategy in the coming months.”

 

The actual vote will occur at a Special Meeting of Shareholders of Applied Nanotech Holdings, Inc. to be held on August 22, 2014, in Dallas, Texas. The transaction is expected to close the following week.

 

About APNT (OTCQB: APNT)

 

Applied Nanotech Holdings, Inc. (APNT) is an Austin, Texas-based global leader in nanotechnology research and development and has ongoing research programs and license agreements with product innovators around the world. For information about Applied Nanotech Holdings, Inc., please visit www.appliednanotech.net.

 

 
 

 

 

 

About Nanofilm, Ltd.

 

Nanofilm, Ltd. is a Valley View, Ohio private company that develops nano-layer coatings, nano-based cleaners, and nano-composite products. Nanofilm’s primary commercial products center around its unique eyecare glass cleaning and de-fogging products; other products include precision mold release treatments, stay-clean surface treatments for ceramic insulators, and scuff-resistant treatments for commercial dinnerware. For information about Nanofilm, please visit www.nanofilmtechnology.com.

 

DISCLOSURE NOTICE: The information contained in this release is as of August 15, 2014. APNT and Nanofilm assume no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.

 

This release contains forward-looking information that involves substantial risks and uncertainties about the proposed combination of APNT and Nanofilm and their expectations regarding completion of the combination and their ability to expand, develop and enhance new products. Such risks and uncertainties include, among other things, the uncertainty regarding the completion of bridge financing, conversion of certain APNT debt into equity, approval by the respective shareholders of APNT and NanoHolding Inc., and market acceptance of products using their technologies.

 

A further description of risks and uncertainties regarding APNT’s business can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in its reports on Form 10-Q and Form 8-K.

 

ADDITIONAL INFORMATION AND WHERE TO FIND IT

 

In connection with the combination of APNT and Nanofilm discussed in this press release, APNT has filed a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (“SEC”). The definitive proxy statement and a form of proxy are being mailed to the APNT stockholders. SECURITY HOLDERS OF APNT ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. APNT shareholders can also obtain free copies of the proxy statement and other relevant documents by contacting our Investor Relations Department, 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758 (Telephone: (512) 339-5020) or from APNT’s website, www.appliednanotech.net.

 

APNT and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed combination of APNT and Nanofilm. Information regarding our directors and executive officers is available in our Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on February 25, 2014, and the proxy statement and other relevant materials to be filed with the SEC in connection with these matters. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.

 

Contact Information:

Lynn Lilly

Director of Communication

Nanofilm, Ltd.

llilly@nanofilmtechnology.com

(216) 447-1199 ext. 119