UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~November~~December 2528, 2017

MGC Diagnostics Corporation (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Minnesota		001-13543		41-1579150
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

350 Oak Grove Parkway
St. Paul, Minnesota		55127-8599
(Address of principal executive offices)		(Zip Code)

350 Oak Grove Parkway

St. Paul, Minnesota 55127-8599

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (651) 484-4874

~~(651)~~Check ~~484~~the appropriate box below if the Form 8-~~4874~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(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 (see General Instruction A.2. below):

☐

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)) ~~240.14d~~

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 2.01 Completion ~~Entry~~of ~~into~~Acquisition aor ~~Material~~Disposition ~~Definitive~~of ~~Agreement~~Assets.

~~Merger~~As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), on November 29, 2017 (the “Prior Report”), on November 25, 2017, the Company entered into an Agreement and ~~Tender~~Plan ~~Offer~~of Merger (the “Merger Agreement”) with MGC Parent LLC, a Delaware limited liability company (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), which was previously filed by the Company as Exhibit 2.1 to the Prior Report.

On ~~November~~December 2528, 2017, ~~MGC~~pursuant ~~Diagnostics~~to ~~Corporation, a Minnesota corporation (~~the ~~“Company”),~~Merger ~~entered into an~~ Agreement ~~and Plan of Merger~~, ~~dated~~Purchaser asmerged ofwith ~~November~~and ~~25,~~into ~~2017~~the Company (the “Merger ~~Agreement~~”), ~~by and among MGC Parent LLC, a Delaware~~with ~~limited~~the ~~liability~~Company ~~company~~surviving ~~(“Parent”),~~as ~~AC Breathe Merger Sub Inc.,~~ a ~~Minnesota corporation and a~~ wholly- owned subsidiary of Parent ~~(“Purchaser”), and the Company~~. ~~Parent and Purchaser are affiliates of Altus Capital Partners, Inc. (“Altus”). Altus is a private equity firm that makes control investments in middle market manufacturing businesses.~~

~~Pursuant~~The todisclosure ~~the~~under ~~Merger~~Item ~~Agreement, on November 29, 2017, Purchaser commenced a cash tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0~~5.1001 ~~per~~below ~~share,~~is ofincorporated ~~the~~herein ~~Company~~by ~~(the “Shares”) at a price of $11~~reference.~~03 per Share (“the Per Share Amount”).~~

~~The Merger Agreement provides that,~~Item ~~following the consummation of the Offer, the Purchaser will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent~~3. ~~The Merger will be governed by Section 302A621 of the Minnesota Business Corporation Act, with no shareholder vote required to consummate the Merger~~01. Notice ~~In the Merger, each outstanding share~~ of ~~Company~~Delisting ~~common stock (other than shares of common stock~~ or ~~owned~~Failure ~~Parent or Purchaser or held by shareholders who are entitled~~ to ~~demand,~~Satisfy ~~and~~a ~~who~~Continuing ~~properly~~Listing ~~demand,~~Rule ~~dissenters’~~or ~~rights~~Standard; ~~under~~Transfer ~~Minnesota~~of ~~law) will be converted into the right to receive cash in an amount equal to the Per Share Amount, without interest~~Listing.

~~The~~In connection with the closing of the Merger, ~~Agreement~~the ~~provides~~Company ~~that~~notified ~~each~~the ~~option~~NASDAQ toCapital ~~purchase~~Market ~~common~~(“NASDAQ”) ~~stock~~on December 28, 2017 ~~each~~of ~~share~~the closing of ~~restricted~~the ~~stock,~~Merger and ~~each~~requested ~~share~~that ~~issuable under~~NASDAQ effect a trading suspension of the shares of the Company’s ~~Employee~~common stock, ~~Stock~~par ~~Purchase~~value ~~Plan~~$0.10 ~~that~~per isshare ~~outstanding~~(“Company ~~immediately~~Common ~~prior~~Stock”). toAs ~~closing~~a result, shares of ~~the~~Company ~~Merger~~Common ~~will~~Stock beceased trading ~~converted~~on ~~into~~NASDAQ ~~the~~on ~~right~~December to28, ~~receive~~2017. NASDAQ will file with the ~~Per~~SEC ~~Share~~a ~~Amount~~notification ~~(less~~of ~~the~~removal ~~exercise~~from ~~price~~listing inon Form 25 to report that the ~~case~~shares of ~~options)~~Company Common Stock are no longer listed on NASDAQ.

~~The~~Item ~~obligation~~3.03. Material ofModification ~~Purchaser~~ to ~~purchase~~Rights ~~Shares tendered in the Offer is subject to the satisfaction or waiver~~ of aSecurity number of conditions set forth in the Merger Agreement, including, there being validly tendered in the Offer and not validly withdrawn that number of Shares that, together with the shares beneficially owned by Parent or Purchaser (if any), represents the greater of (i) a majority of the Shares outstanding and (ii) one Share more than 90% of the total number of Shares outstanding immediately after the issuance of the Top-Up Shares (as defined below), calculated on a fully diluted basisHolders.

~~Under~~The ~~the~~information ~~Merger~~contained ~~Agreement,~~in ~~the~~Item ~~Company~~5.01 ~~has granted to Purchaser an option (the “Top-Up Option”) to purchase at a price per share equal to the Per Share Amount that number~~ of ~~newly~~this ~~issued,~~Current ~~fully~~Report ~~paid~~on ~~and~~Form ~~nonassessable Shares (the “Top~~8-UpK ~~Shares”) equal~~is toincorporated ~~the lowest number of Shares that, when added to the number of Shares owned~~ by ~~Parent~~reference ~~and~~into ~~its~~this ~~subsidiaries~~Item (including Purchaser) at the time of exercise of the Top-Up Option, will constitute one share more than 90% of the total number of Shares outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully diluted basis3. ~~The Company has no obligation to issue Shares under the Top-Up Option unless a majority of the then-outstanding Shares have been tendered and not withdrawn from the Offer~~03. ~~The Top-Up Option will be exercisable only once, in whole, but not in part, at any time following the Offer closing and prior to the closing of the Merger.~~

~~The~~Item ~~Company, Parent and Purchaser have made customary representations, warranties and covenants in the Merger Agreement~~5.01. Changes ~~The Company has agreed to conduct its business~~ in ~~all~~Control ~~material respects in the ordinary course~~ of ~~business until closing of the Merger~~Registrant.

~~The~~As ~~obligation~~previously ofdisclosed in the Prior Report, on November 25, 2017, the Company entered into the Merger Agreement with Parent and Purchaser, pursuant to which Purchaser launched a tender offer to purchase ~~Shares~~all isof the outstanding shares of Company Common Stock for $11.03 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 2017, and the related Letter of Transmittal (collectively, the “Offer”). The Merger Agreement also provides that, among other things, following completion of the Offer, and subject to athe ~~number~~satisfaction or waiver of ~~closing~~certain conditions, Purchaser ~~including~~will ~~(i)~~merge with and into the Company ~~not~~in ~~having received~~accordance ~~demands~~with ~~from~~the ~~shareholders~~applicable provisions of the Minnesota Business Corporation Act (the “MBCA”).

2The initial offering period of the Offer, (the “Initial Offering Period”) and the withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on December 27, 2017 at which time, based on the information provided to Parent by Wells Fargo Bank, N.A., the depositary for the Offer (the “Depositary”), approximately 3,229,964 shares of Company Common Stock were validly tendered and not properly withdrawn prior to the expiration of the Initial Offering Period, not including 165,274 shares of Company Common Stock subject to guaranteed delivery procedures. Purchaser accepted all validly tendered and not properly withdrawn shares of Company Common Stock for payment. The shares of Company Common Stock that were validly tendered and not properly withdrawn represented approximately 73% percent of the Company’s outstanding shares.

~~exercising~~On December ~~appraisal~~28, ~~rights~~2017, ~~under~~Parent ~~Minnesota~~and ~~law~~Purchaser ~~with~~(i) ~~respect~~paid for the shares validly tendered in the Offer, (ii) exercised and consummated the “top-up option” to ~~Shares~~acquire a sufficient number of additional newly-issued shares of Company Common Stock so that the ~~represent~~Merger ~~10%~~could orbe consummated shortly thereafter without the affirmative vote of the Company’s other shareholders pursuant to Chapter 302A.621 of the MBCA and caused the consummation of the Merger in accordance with the applicable terms of the Merger Agreement and the MBCA. Because Purchaser owned more than 90% of ~~total~~the outstanding ~~Shares;~~shares ~~(ii)~~of ~~neither~~Company ~~Todd~~Common M.Stock ~~Austin~~following ~~nor~~the exercise ~~Matthew~~and S.consummation ~~Margolies~~of ~~having~~the ~~rescinded~~“top-up option,” ~~revoked~~Parent orand ~~terminated~~Purchaser effected the Merger as a “short form” ~~his~~merger ~~respective~~without ~~new~~the ~~employment~~need ~~agreement~~for ~~entered~~a ~~into~~meeting inor ~~connection~~vote ~~with~~of the ~~execution~~Company’s ofshareholders, as permitted by the MBCA. As contemplated by the Merger Agreement;, ~~and~~at the effective time of the Merger on December 28, 2017 (~~iii~~the “Effective Time”), ~~there~~each share of Company Common Stock not ~~having~~tendered ~~occurred~~in ~~any~~the ~~changes,~~Offer ~~conditions,~~and ~~events,~~outstanding ~~occurrences~~immediately prior to the Effective Time (other than shares owned by Parent, ~~facts~~Purchaser or ~~developments~~the ~~that~~Company, ~~would~~any ~~have~~wholly-owned subsidiary of Parent, Purchaser or bethe ~~reasonably~~Company, ~~likely~~or by any shareholder of tothe ~~have,~~Company ~~individually~~who or inwhich ~~the~~is ~~aggregate,~~entitled ato ~~Material~~and ~~Adverse~~properly ~~Effect~~demands ~~(as~~and ~~defined~~perfects dissenter’s rights with respect to such shares pursuant to, and complies in all respects with, the ~~Merger~~applicable ~~Agreement~~provisions of the MBCA) onwas converted into the ~~Company’s~~right to receive ~~business~~an oramount ~~operations~~in cash, without interest thereon and less any required withholding taxes, equal to $11.03 per share of Company Common Stock.

~~The~~Parent ~~Merger~~and ~~Agreement~~Purchaser ~~may~~provided bethe ~~terminated~~Depositary ~~under~~with ~~certain~~sufficient ~~circumstances,~~funds ~~including~~to inpurchase ~~specified~~all ~~circumstances~~shares inof ~~connection~~Company ~~with~~Common aStock ~~Takeover Proposal (as defined in the Merger Agreement)~~ that ~~the~~were ~~Board~~validly ~~determines constitutes a Superior Proposal (as defined~~ tendered in the ~~Merger Agreement).~~Offer ~~Under~~and ~~the Merger Agreement, the Company has agreed to~~ not ~~solicit~~properly orwithdrawn ~~seek~~and aprovided ~~Takeover~~funding ~~Proposal.~~for ~~In addition, either party may terminate~~ the Merger ~~Agreement, in certain circumstances, if the Offer has not closed by January 31, 2018~~.

~~Upon~~As a result of the ~~termination~~consummation of the Merger ~~Agreement,~~and ~~under~~the ~~specified~~removal ~~circumstances,~~from listing of the Company ~~would~~Common beStock ~~required~~from tothe ~~pay~~NASDAQ, the Company intends to ~~Parent~~file awith ~~termination fee~~the ofSEC ~~approximately~~a ~~$1.32~~certification ~~million.~~on ~~Upon~~Form 15 under the ~~termination~~Securities ofExchange ~~the~~Act ~~Merger~~of ~~Agreement~~1934, ~~under~~as ~~specified~~amended ~~circumstances~~(the “Exchange Act”), requesting the ~~Purchaser would~~deregistration beof ~~required~~the toCompany ~~pay~~Common toStock and the suspension of the Company a’s ~~termination~~reporting ~~fee~~obligations under Sections 13 and 15(d) of ~~$2.2~~the ~~million~~Exchange Act.

~~The~~For ~~Merger~~information ~~Agreement~~regarding ~~was~~changes ~~unanimously~~with ~~approved~~respect byto the directors of the Company’s, ~~Board~~please see Item 5.02 of ~~Directors~~this Current Report on Form 8-K, which is incorporated by reference into this Item 5.01.

The other information required by Item 5.01(a) of Form 8-K is contained in (i) the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the SEC on December 7, 2017, including the Information Statement comprising Annex I thereto, as subsequently amended, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Purchaser and Parent with the ~~Support~~SEC ~~Agreements~~on November 29, 2017, as subsequently amended, and such information is incorporated herein by reference

~~Concurrent~~The ~~with~~foregoing ~~the~~summary ~~execution and delivery~~ of the Merger Agreement, ~~on November 25, 2017, each Company director~~ and ~~executive~~the ~~officer~~transactions ~~entered into~~contemplated athereby ~~tender~~does ~~support~~not ~~agreement~~purport ~~(the~~to ~~“Tender~~be ~~Support~~complete ~~Agreements”) with Parent~~ and ~~Purchaser,~~is ~~under which each director~~subject to, and ~~executive~~qualified ~~officer~~in ~~agreed,~~its ~~among~~entirety ~~other things~~by, tothe ~~tender~~full ~~his~~text orof ~~her Shares pursuant to~~ the ~~Offer.~~Merger ~~Shares~~Agreement ~~held~~attached byas ~~these~~Exhibit ~~directors and executive officers represent, in the aggregate, approximately 8~~2.9%1 ofto the ~~Shares~~Prior ~~outstanding~~Report, onwhich is ~~the~~incorporated ~~date~~by ofreference ~~the~~into ~~Merger~~this ~~Agreement~~Item 5.01.

~~The~~Item foregoing description of the Merger Agreement and the Support Agreement are not complete and are qualified in their entirety by reference to the Merger Agreement and the Tender Support Agreement, which are attached as Exhibit 25.~~1 and Exhibit 10~~02.~~1, respectively,~~ Departure ~~to this Report on Form 8-K and incorporated herein by reference. The Merger Agreement and the foregoing description~~ of ~~the~~Directors ~~Merger~~or ~~Agreement~~Certain ~~have~~Officers; ~~been~~Election ~~included to provide investors and shareholders with information regarding the terms~~ of ~~the~~Directors; ~~Merger~~Appointment ~~Agreement. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as~~ of ~~specified~~Certain ~~dates~~Officers; ~~for~~Compensatory ~~the~~Arrangements ~~purposes~~ of ~~that~~Certain ~~agreement, were solely for the benefit of the parties to the agreement, and may be subject to qualifications and limitations agreed upon by the parties~~Officers.

~~Forward-~~The ~~Looking~~following ~~Statements~~changes to the Company’s board of directors were effected in accordance with the Merger Agreement. Mark W. Sheffert, John R. Baudhuin, Terrence W. Bunge, Wendy D. Lynch, Robert E. Munzenrider and Hendrik Struik tendered their resignations and ceased to be directors of the Company as of the Effective Time. Simultaneously, Gregory Greenberg and Heidi Goldstein became the sole directors of the Company as a result of the Merger.

~~This~~Messrs. ~~Current~~Munzenrider, ~~Report~~Baudhuin onand ~~Form~~Struik ~~8-K~~were ~~contains~~members ~~forward-looking~~of ~~statements.~~the ~~These~~Company’s ~~statements~~Audit ~~are~~and ~~based~~Compliance onCommittee. ~~current~~Ms. ~~expectations~~Lynch and ~~may~~Mr. ~~rely~~Baudhuin onwere ~~some~~members ~~factors~~of ~~that are beyond~~ the Company’s ~~control.~~Human ~~Among~~Capital ~~other~~Committee. ~~things~~Messrs. Sheffert, ~~these~~Baudhuin ~~factors~~and ~~include~~Munzenrider ~~the~~were ~~risk~~members ~~that~~of the ~~acquisition~~Company’s ~~will~~Governance/Nominating ~~not be completed or is delayed because the tender offer did not proceed as anticipated, or that the tender~~Committee.

3Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~offer financing~~At ~~becomes~~the ~~unavailable~~Effective Time of the Merger on December 28, or2017, ~~that~~the ~~closing~~articles ~~conditions~~of toincorporation of the ~~transaction~~Company ~~are~~were ~~not~~amended ~~satisfied.~~to ~~For~~be ain ~~description~~the form of ~~risks~~the articles of incorporation attached hereto as Exhibit 3.1 and ~~uncertainties associated~~the ~~with~~by-laws of the Company, ~~see~~were ~~its~~amended ~~reports~~to ~~filed~~be ~~with~~in the form ~~Securities~~of ~~and~~the ~~Exchange~~by-laws ~~Commission,~~of ~~including~~Purchaser immediately prior to the ~~“Risk~~Merger, ~~Factors” section~~each in ~~its~~accordance ~~most~~with ~~recent~~the ~~Annual~~terms ~~Report~~of onthe ~~Form~~Merger ~~10-K~~Agreement.

~~Item~~Copies of ~~9.01~~the ~~Financial~~amended ~~Statements~~and restated articles of incorporation and by-laws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of November 25, 2017, by and among MGC Parent LLC, a Delaware limited liability company, AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent, and MGC Diagnostics Corporation, a Minnesota corporation.
10.1		Form of Tender Support Agreement between MGC Parent LLC, AC Breathe Merger Sub Inc., and MGC Diagnostics Corporation directors and officers.

Item 9.01. Financial Statements and Exhibits

~~SIGNATUREs~~(d) Exhibits.

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.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 25, 2017, by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2017)

3.1		Second Amended and Restated Articles of Incorporation of MGC Diagnostics Corporation

3.2		Second Amended and Restated Bylaws of MGC Diagnostics Corporation

99.1		Press Release issued by Altus Capital Partners, Inc. (incorporated by reference to Exhibit (a)(l)(I) to Amendment No. 2 to the Schedule TO filed by MGC Parent LLC, AC Breathe Merger Sub Inc., Altus Capital Partners II, L.P., Altus Management II, LLC and Altus Capital Partners, Inc.)

Dated: November 29, 2017		MGC DIAGNOSTICS CORPORATION
		/s/ Todd M. Austin
		Todd M. Austin
		Chief Executive Officer

SIGNATURES

4Pursuant 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.

MGC Diagnostics Corporation

	By:	/s/ Todd M. Austin
	Name:	Todd M. Austin
	Title:	Chief Executive Officer

Dated: December 28, 2017

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