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 (date of earliest event reported): ~~June~~ August 2028, 2017

ARI NETWORK SERVICES, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	0-19608	39-1388360
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10850 W. Park Place, Suite 1200

Milwaukee, Wisconsin

(Address of principal executive offices)

53224

(Zip code)

(414) 973-4300

(Registrant’s telephone number, including area 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)

☒ ¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ~~as defined in 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~~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. ¨

IfItem 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 Act5. ☐ 07.

~~Item~~Submission ~~1.01. Entry~~of ~~into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Securities Holders.

On ~~June 20~~August 28, 2017, ARI Network Services, Inc. (~~the~~ “~~Company~~ARI”) ~~entered~~held ~~into~~a anspecial ~~Agreement~~meeting ~~and Plan~~ of ~~Merger~~shareholders (the “~~Merger~~Special ~~Agreement~~Meeting”). As ~~with~~of ~~Expedition~~the ~~Holdings~~record ~~LLC~~date, aJuly ~~Delaware~~28, ~~limited~~2017, ~~liability~~there ~~company~~were ~~(“Parent”)~~17,369,872 shares of ARI common stock outstanding and ~~Expedition~~entitled ~~Merger~~to ~~Sub,~~vote ~~Inc~~at the Special Meeting., aAt ~~Wisconsin~~the ~~corporation~~Special ~~and~~Meeting, a11,386,718 ~~direct~~shares, ~~wholly~~or ~~owned~~approximately ~~subsidiary~~66% of ~~Parent~~all ~~(the~~outstanding ~~“MergerSub”). Parent~~shares ~~and~~of ~~the~~Common ~~MergerSub~~Stock, were ~~formed~~present either in person or by ~~affiliates~~proxy. Three matters were included in the notice of ~~True~~Special ~~Wind~~Meeting ~~Capital~~for consideration at the Special Meeting, ~~L.P.~~with (the Board of Directors of ARI recommending a vote “~~TWC~~FOR”). ~~Capitalized~~in ~~terms~~connection ~~used~~with ~~herein~~each ~~but~~of ~~not~~the ~~otherwise~~proposals, ~~defined~~as ~~have~~further described in the ~~meaning~~definitive ~~set~~proxy ~~forth~~statement inand related supplement filed with the ~~Merger~~Securities ~~Agreement~~and Exchange Commission on July 31, 2017 and August 17, 2017, respectively (as supplemented , the “Definitive Proxy Statement”).

~~The~~Proposal ~~Merger~~No. 1 ~~Agreement contemplates that the MergerSub will be merged with and into the Company~~ (the “Merger Proposal”), ~~with~~was ~~the~~to ~~Company~~consider ~~continuing~~and asvote on the ~~surviving~~proposal ~~corporation~~to ofapprove ~~the Merger,~~ and ~~each~~adopt ~~outstanding~~the ~~share~~Agreement ofand ~~common~~Plan ~~stock~~ of ~~the~~Merger ~~Company~~dated ~~(other~~as ~~than~~of ~~shares~~June ~~held~~20, in2017 (the ~~treasury~~“Merger ofAgreement”), ~~or owned~~ by ~~the~~and ~~Company~~among orARI, ~~owned~~Expedition byHoldings ~~Parent~~LLC, ~~the~~a ~~MergerSub~~Delaware orlimited ~~any~~liability ~~other~~company ~~subsidiary of~~ (“Parent”), ~~will cease to be outstanding~~ and ~~will~~Expedition beMerger ~~converted~~Sub, ~~into~~Inc., ~~the~~a ~~right~~Wisconsin tocorporation ~~receive~~and ~~$7.10~~a indirect ~~cash~~wholly ~~without~~owned ~~interest~~subsidiary ~~thereon~~of Parent (~~“Per~~the ~~Share~~ “Merger ~~Consideration~~Sub”)~~. Options~~, ~~and~~pursuant ~~Awards~~to which Merger Sub will be ~~cancelled~~merged with and ~~converted~~ into ~~the~~ARI ~~right to receive~~ (the ~~Per Share~~ “Merger ~~Consideration~~”), ~~less~~with ~~the~~ARI ~~exercise~~surviving ~~price~~the ~~per~~Merger ~~share~~as ~~underlying~~a ~~such~~direct ~~Options~~wholly ~~and~~owned ~~Awards, if~~subsidiary ~~any,~~of ~~unless otherwise mutually agreed between the Company and~~ Parent ~~prior to the Closing~~.

~~The~~Proposal ~~Company~~No. 2 ~~has made representations, warranties and covenants in~~ (the ~~Merger~~“Adjournment ~~Agreement customary for transactions of this type, including, among others, covenants (i~~Proposal”) ~~not~~was to ~~solicit~~consider ~~proposals~~and ~~relating~~vote toon ~~alternative~~any ~~business~~proposal ~~combination transactions or, subject~~ to ~~certain~~adjourn ~~exceptions,~~the ~~enter~~Special ~~into~~Meeting ~~discussions concerning or provide information in connection with alternative business combination transactions, and (ii) subject~~ to ~~certain~~a ~~exceptions,~~later ~~not~~date toor ~~change,~~dates ~~qualify,~~if ~~withhold,~~necessary ~~withdraw~~ or ~~modify~~appropriate ~~in a manner adverse~~ to ~~Parent~~solicit ~~the~~additional ~~recommendation~~proxies ofif ~~the~~there ~~Company’s~~were ~~Board~~insufficient ofvotes ~~Directors~~ to ~~the~~adopt ~~Company’s shareholders, as described below. The Company has also agreed to convene and hold a meeting of~~ the ~~Company’s shareholders for the purpose of approving the~~ Merger Agreement ~~and~~at the ~~transactions~~time ~~contemplated thereby, including the Merger, and the Company’s Board~~ of ~~Directors has resolved to recommend that~~ the ~~shareholders~~Special ~~of the Company vote in favor of adoption and approval of the Merger Agreement~~Meeting.

~~Consummation~~Proposal ofNo. 3 (the “Merger isCompensation ~~subject~~Proposal”) was to ~~various~~consider ~~customary conditions, including the adoption~~ and ~~approval of the Merger Agreement by the requisite~~ vote ofon the ~~Company’s~~proposal ~~shareholders,~~to ~~expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976~~approve, ~~as amended, and the absence of any governmental order preventing or prohibiting or restricting the consummation of the transactions contemplated~~ by ~~the Merger Agreement. The Merger Agreement contains certain termination rights~~non-binding, ~~including~~advisory ~~the right of the Company to terminate the Merger Agreement to accept a “Superior Proposal” as defined in the Merger Agreement~~vote, ~~and~~compensation ~~provides~~ that, ~~upon termination of the Merger Agreement by Parent upon specified conditions, the Company~~ will beor ~~required~~may tobecome ~~pay~~payable ~~Parent a termination fee of approximately $4.8 million, and upon termination of the Merger Agreement~~ by ~~the~~ARI ~~Company upon specified conditions, Parent will be required~~ to ~~pay~~its ~~the~~named ~~Company~~executive aofficers ~~termination fee equal to approximately $8.3 million, plus,~~ in ~~each~~connection ~~case~~with ~~under certain circumstances, specified reimbursable expenses. TWC has guaranteed certain obligations of Parent under~~ the Merger ~~Agreement, including obligations of Parent to pay any termination fee and reimbursable expenses~~. ~~In addition, subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by December 20, 2017 (the “End Date”).~~

~~Parent~~The ~~has~~Adjournment ~~obtained~~Proposal ~~equity~~was ~~financing~~not ~~and~~considered ~~debt~~at ~~financing~~the ~~commitments~~Special ~~for~~Meeting. ~~the~~The ~~purposes~~Merger ofProposal ~~financing~~and the ~~transactions~~Merger ~~contemplated~~Compensation byProposal ~~the~~were ~~Merger~~approved. ~~Agreement~~The ~~and~~table ~~paying~~below ~~related~~shows ~~fees~~the ~~and~~final voting results from the Special Meeting.


	For	Against	Abstain	Broker Non- Votes
Proposal 1 – The Merger Proposal	11,203,785	134,387	48,546	—

Proposal 3 – The Merger Compensation Proposal	10,070,052	1,191,764	124,902	—

~~expenses. Pursuant to the Equity Commitment Letter~~ARI, ~~an investment fund affiliated with TWC has committed to capitalize~~ Parent, atand orMerger ~~immediately~~Sub ~~prior~~anticipate tothat the ~~effective time of the~~ Merger, ~~with~~will anbe ~~aggregate~~completed ~~equity contribution of up to $93.3 million~~ on ~~the~~August ~~terms~~29, of2017, and, ~~subject to the conditions set forth~~ in anany ~~equity~~event, ~~commitment~~no ~~letter~~later ~~dated~~than ~~June~~August 2030, 2017~~. The~~, ~~Company~~in isaccordance ~~a third party beneficiary of the Equity Commitment Letter. AB Private Credit Investors LLC (“Lender”) has committed to provide Parent~~ with ~~debt financing consisting of a $55 million to $65 million term loan and a $7.5 million revolving credit facility on~~ the terms of ~~and subject to~~ the conditions set forth in a debt commitment letter dated June 20, 2017 (the “Debt Commitment Letter”). The obligations of Lender to provide debt financing under the Debt Commitment Letter are subject to a number of customary conditions. The final termination date for the Debt Commitment Letter is the same as the termination date under the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached hereto as Exhibit 2.1, and is incorporated by reference herein. SIGNATURES

~~The~~Pursuant ~~Merger Agreement has been included~~ to ~~provide investors with information regarding its terms. It is not intended to provide any other factual information about~~ the ~~Company. The~~requirements ~~representations,~~of ~~warranties and covenants contained in~~ the ~~Merger~~Securities ~~Agreement~~Exchange ~~were~~Act ~~made only for purposes~~ of ~~that agreement and as of specific dates~~1934, ~~were solely for~~ the ~~benefit~~Registrant ofhas ~~the~~duly ~~parties~~caused tothis ~~the~~report ~~Merger Agreement, may be subject~~ to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be ~~subject~~signed to standards of “materiality” applicable to the contracting parties that differ from “materiality” under applicable securities laws. Investors are not third‑party beneficiaries under the Merger Agreement and should not rely on ~~the~~its ~~representations,~~behalf ~~warranties~~by ~~and covenants or any descriptions thereof as characterizations of~~ the ~~actual~~undersigned ~~state~~hereunto ofduly ~~facts or condition of the Company, Parent or MergerSub or any of their respective subsidiaries or affiliates~~authorized. ~~Moreover,~~ information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.



	ARI NETWORK SERVICES, INC. (Registrant)

Dated: August 28, 2017	By:	/s/ William A. Nurthen
	Name: Title:	William A. Nurthen Vice President of Finance and Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	2.1*	Agreement and Plan of Merger by and among Expedition Holdings LLC, Expedition Merger Sub, Inc. and ARI Network Services, Inc., dated as of June 20, 2017
	* Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

Forward-Looking Statements

Certain statements in this report contain “forward‐looking statements” regarding future events, including the transaction, and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the markets in which we operate and the transaction, and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “endeavors,” “strives,” “may,” or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward‐looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify, including but not limited to, (i) the risk that the proposed acquisition may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed acquisition, including, but not limited to, the required approval of the shareholders of the Company and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from the Company’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the acquisition and (viii) such other risks and uncertainties as identified in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2016, as filed with the SEC. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Readers are cautioned not to place undue reliance on these forward‐looking statements. The forward‐looking statements are made only as of the date hereof, and no person undertakes any obligation to publicly release the result of any revisions to these forward‐looking statements except as required by law. For more information, please refer to the Company’s filings with the SEC.

Additional Information and Where to Find It

The Company plans to file with the Securities and Exchange Commission (“SEC”) and furnish its shareholders a proxy statement in connection with the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov or by going to the Company’s Investor Relations website at investor.arinet.com and clicking on the “SEC Filings” tab.

This report is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities, and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the transaction proceed.

Participants in the Solicitation

The directors and executive officers of the Company may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed acquisition. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding the Company’s directors and executive officers is also included in the Company’s definitive proxy statement for its 2017 Annual Meeting of Shareholders, which was filed with the SEC on November 28, 2016. These documents are available free of charge as described in the preceding paragraph.

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.

Dated: June 23, 2017	ARI NETWORK SERVICES, INC.
	By:	/s/ William A. Nurthen
		William A. Nurthen
		Vice President of Finance and Chief Financial Officer

EXHIBIT INDEX

		Exhibit No.	Description
		2.1*	Agreement and Plan of Merger by and among Expedition Holdings LLC, Expedition Merger Sub, Inc. and ARI Network Services, Inc., dated as of June 20, 2017
		* Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

17374442.2

Filing Compare · ARI NETWORK SERVICES INC /WI