Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. BOLT TECHNOLOGY CORP (354655) 10-Q published on Nov 10, 2014 at 5:09 pm
The combined sales for the three marine seismic data acquisition segments decreased from $13,086,000 for the three month period ended September 30, 2013 to $6,439,000 for the three month period ended September 30, 2014, a decrease of $6,647,000 or 51% due to a general slowdown in the marine seismic exploration industry. In addition, during the three month period ended September 30, 2014, the Company recorded $1,417,000 of non-tax deductible expenses relating to the proposed merger of the Company with Teledyne Technologies Incorporated. As a result, the Company recorded a net loss of $570,000 ($0.07 per share) for the three month period ended September 30, 2014. The sales outlook for the remainder of fiscal year 2015 for the three marine seismic data acquisition segments is subject to the marine seismic industry downturn, the duration of which is uncertain. In addition, the Company continues to incur significant expense relating to the proposed merger of the Company with Teledyne Technologies Incorporated.
Between September 10, 2014 and September 24, 2014, five substantially similar putative class action complaints were filed in the Superior Court of the State of Connecticut naming the Company, the members of the Company’s board of directors, Teledyne, and a Teledyne merger subsidiary (“Merger Sub”) as defendants. The complaints alleged that the members of the Company’s board of directors breached their fiduciary duties to Bolt’s shareholders by agreeing to sell Bolt for inadequate and unfair consideration and pursuant to an inadequate and unfair process, and that Teledyne and/or Merger Sub aided and abetted those alleged breaches. Teledyne and/or Merger Sub removed all five cases to Federal Court. On October 23, 2014, amended complaints were filed in four of the cases. In the amended complaints the claims, relief sought, and Defendants remained the same, but after having reviewed the preliminary proxy statement filed by the Company, the plaintiffs added details regarding information that they allege should be disclosed to Company shareholders for them to make a fully informed decision whether to vote in support of the proposed transaction. On October 16, 2014, the court consolidated all of the cases identified above into Armin Walker v. Bolt Technology Corporation et al., C.A. No. 3:14-cv-01406, (the “Action”). On October 31, 2014, one of the five plaintiffs voluntarily dismissed her case, leaving four consolidated cases in the Action. On November 3, 2014, the Federal Court remanded the Action to state court in Connecticut, which also had the effect of returning the cases to four separate cases (the “Cases”). On November 10, 2014, one of the remaining four plaintiffs withdrew his case, leaving a total of three separate Cases.