8-K 1 form8k_tanning.txt FORM 8-K ============================================================================= 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 ------------------- APRIL 21, 2003 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) TANNING TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-26795 84-1381662 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 4600 SOUTH SYRACUSE STREET, SUITE 300 DENVER, CO 80237 (Address of principal executive offices) (303) 220-9944 (Registrant's telephone number, including area code) ============================================================================= ITEM 5. OTHER EVENTS. Tiger Holding Corporation, a Delaware corporation ("Parent"), Tiger Merger Subsidiary ("Merger Sub") and Tanning Technology Corporation, a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated April 18, 2003, ("Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company ("Merger") with the Company surviving the Merger. In the Merger, each issued and outstanding share of the common stock, par value $0.01, of the Company ("Company Common Stock") will be canceled and converted into the right to receive an amount in cash equal to $24,000,000, less amounts payable to holders of options to purchase shares of Company Common Stock, divided by the number of shares of Company Common Stock outstanding immediately prior to the effective time of the Merger. In connection with the Merger and concurrently with the execution and delivery of the Merger Agreement, Parent has entered into a Voting Agreement, dated as of April 18, 2003 with TTC Investors I LLC, TTC Investors II LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning Family Partnership LLLP and Larry G. Tanning ("Voting Agreement"). The Merger Agreement, the Voting Agreement and the press release issued by the Company on April 21, 2003, are attached as exhibits and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable. (b) Not Applicable. (c) The exhibits listed below and in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit Description 2.1 Agreement and Plan of Merger, dated April 18, 2003, by and among Tanning Technology Corporation, Tiger Holding Corporation, and Tiger Merger Subsidiary. 99.1 Press Release, dated April 18, 2003, issued by Tanning Technology Corporation. 99.2 Voting Agreement, dated April 18, 2003, among Tiger Holding Corporation, TTC Investors I LLC, TTC Investors II LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning Family Partnership LLLP and Larry G. Tanning. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: April 21, 2003. Tanning Technology Corporation By: /s/ Katherine L. Scherping ------------------------------- Name: Katherine L. Scherping Title: Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 2.1 Agreement and Plan of Merger, dated April 18, 2003, by and among Tanning Technology Corporation, Tiger Holding Corporation, and Tiger Merger Subsidiary. 99.1 Press Release, dated April 18, 2003, issued by Tanning Technology Corporation. 99.2 Voting Agreement, dated April 18, 2003, among Tiger Holding Corporation, TTC Investors I LLC, TTC Investors II LLC, TTC Investors IA LLC, TTC Investors IIA LLC, Tanning Family Partnership LLLP and Larry G. Tanning.

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: October 4, 2002 (Date of earliest event reported)

TANNING TECHNOLOGY CORPORATION (Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

0-26795		84-1381662
(Commission File No.)		(I.R.S. Employer Identification No.)

4600 South Syracuse Street, Suite 300, Denver, CO 80237 (Address of Principal Executive Offices) (Zip Code)

(303) 220-9944 (Registrant's telephone number, including area code)

4600 South Syracuse Street, Suite 1200, Denver, CO 80237 (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On October 1, 2002, Tanning Technology Corporation (the "Company") received a notice from The Nasdaq Stock Market, Inc. ("Nasdaq") that for the last 30 consecutive trading days, the price of the Company's common stock, par value $0.01, had closed below the minimum $1.00 per share requirement for continued inclusion in the Nasdaq National Market. Nasdaq has provided the Company with 90 calendar days, until December 30, 2002, to regain compliance with this requirement by achieving a closing bid price of at least $1.00 for a minimum of ten consecutive trading days. If the Company is unable to demonstrate compliance with the requirement on or before December 30, 2002, Nasdaq will provide the Company with written notification that its common stock will be delisted from the Nasdaq National Market, which may be appealed by the Company at that time. Management and the Company's Board of Directors are evaluating various alternatives to address this issue.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Tanning Technology Corporation
Date: October 4, 2002		By:		/s/ KATHERINE L. SCHERPING Katherine L. Scherping Chief Financial Officer

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