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): ~~May~~June 1128, 2018

Cartesian, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34006	48-1129619
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

(Address of principal executive office)(Zip Code)

(913) 345-9315

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 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 growth company ☐

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. ☐

~~Item~~INTRODUCTORY ~~5.01. Changes in Control of Registrant.~~NOTE

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Cartesian, Inc., a Delaware corporation (the “Company”), on March 27, 2018 (the “Prior Report”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cartesian Holdings, LLC, a Delaware limited liability company (“Parent”), and Cartesian Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub conducted a tender offer to purchase all of the outstanding shares of Company common stock, par value $0.005 per share (the “Common Stock”), for $0.40 per share, net to the seller in cash, subject to withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 10, 2018, 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 the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware.

The offering period (the “Offering Period”) of the Offer and the withdrawal rights expired at one minute after 11:59 p.m., New York City time, on May 11, 2018 at which time, based on the information provided to Parent by Broadridge Corporate Issuer Solutions, Inc., the depositary for the Offer (the “Depositary”), approximately 7,~~200~~201,~~990~~698 shares of Company Common Stock were validly tendered and not properly withdrawn prior to the expiration of the Offering Period~~, not including 1,465 shares of Company Common Stock subject to guaranteed delivery procedures~~. All conditions to the Offer having been satisfied (or waived), Merger Sub 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 76.7% percent of the Company’s outstanding shares. Parent and Merger Sub provided the Depositary with sufficient funds to purchase all shares of Company Common Stock that were validly tendered in the Offer and not properly withdrawn.

Because less than 90% of the Company’s outstanding shares were purchased in the Offer, the Company ~~expects~~called ~~to call~~ a special ~~Shareholder~~meeting of stockholders (the “Special Meeting”) to approve the Merger Agreement, aswhich ~~soon~~Special asMeeting ~~practicable~~was held on June 28, 2018 and which voting results are set forth in Item 5.07 Ifherein. ~~the~~As holders of more than fifty percent (50%) of the outstanding shares ~~vote~~voted to approve the Merger Agreement and the other conditions set forth in the Merger Agreement ~~are~~were satisfied or waived, the Merger ~~will~~ bewas completed on June 28, 2018.

~~For~~The ~~information~~foregoing ~~regarding~~summary ~~changes~~of ~~with~~the ~~respect~~Merger toAgreement and the ~~directors~~transactions ofcontemplated ~~the~~thereby ~~Company,~~does ~~please~~not ~~see~~purport ~~Item~~to ~~5.02~~be ofcomplete ~~the~~and ~~Current~~is ~~Report~~subject onto, ~~Form~~and ~~8-K~~qualified ~~previously~~in ~~filed~~its ~~with~~ entirety by, the ~~SEC~~full bytext of the ~~Company~~Merger onAgreement ~~May~~attached ~~15,~~as ~~2017~~Exhibit 2.1 to the Prior Report, which is incorporated herein by reference ~~into this Item 5~~.~~01.~~

~~The other information required by~~ Item 52.01~~(a)~~ Completion of ~~Form~~Acquisition ~~8-K~~or isDisposition ~~contained~~of in (i) the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the SEC on April 10, 2018, including the Information Statement comprising Annex III thereto, as subsequently amended, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Merger Sub and Parent with the SEC on April 10, 2018, as subsequently amended, and such information is incorporated herein by referenceAssets.

~~The~~As ~~foregoing~~described ~~summary~~in of the Introductory Note above, on May 12, 2018, Merger ~~Agreement~~Sub ~~and~~irrevocably ~~the~~accepted ~~transactions~~for ~~contemplated~~payment ~~thereby~~all ~~does~~Company Common Stock validly tendered and not ~~purport~~withdrawn pursuant to bethe ~~complete~~Offer ~~and~~on isor ~~subject~~prior to, ~~and~~the ~~qualified~~expiration ~~in its~~of ~~entirety~~the byOffering Period. On June 28, 2018, the ~~full~~stockholders ~~text~~ of the Company approved the Merger ~~Agreement~~and ~~attached~~the asMerger ~~Exhibit~~was 2completed.1 toUpon the ~~Prior~~consummation ~~Report~~of the Merger, ~~which~~the isCompany ~~incorporated~~became bya ~~reference~~wholly ~~into~~owned ~~this~~subsidiary ~~Item~~of 5Parent.~~01.~~

~~Important~~In ~~Additional~~connection ~~Information~~with the consummation of the Offer and ~~Where~~Merger, and subject to ~~Find~~payments Itin respect of dissenting shares, the aggregate consideration paid by Parent for all equity securities of the Company is approximately $3,834,827.60, without giving effect to related transaction fees and expenses. The purchase price was funded by Parent’s cash on hand.

InThe ~~connection~~information ~~with~~contained ~~seeking~~in ~~approval of~~ the ~~Merger~~Introductory ~~Agreement~~Note ~~at a stockholder meeting~~ of ~~the~~this ~~Company,~~Current ~~the~~Report ~~Company intends to file relevant materials with the SEC, including a preliminary proxy statement~~ on ~~Schedule~~Form ~~14A.~~8-K ~~Following~~is ~~the~~incorporated filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE PROXY MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when available), and any and all documents filed by ~~the~~reference ~~Company~~into ~~with~~this ~~the~~Item ~~SEC, may be obtained for free at the SEC's website at www~~2.~~sec~~01.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company via the Company's Investor Relations section of its website at and at the Company's web site at www.cartesian.com or by directing a written request to: Cartesian, Inc., 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210, attention Corporate Secretary.

~~Participants~~Item in3.03 ~~the~~Material ~~Proxy~~Modification ~~Solicitation~~to ~~for~~Rights ~~the~~of ~~Proposed~~Security ~~Merger~~Holders

~~This~~The ~~document~~information ~~does~~contained ~~not~~in ~~constitute~~the aIntroductory ~~solicitation~~Note ofand ~~proxy,~~Items ~~an offer to purchase or a solicitation of an offer to sell any securities~~2. ~~Information about the persons who may~~01, ~~under the rules of the SEC~~5.01, be5.02 ~~considered to be participants in the solicitation of the Company's stockholders in connection with the proposed Merger,~~ and ~~any interest they have in the proposed Merger, will be set forth in the definitive proxy statement when it is filed with the SEC~~5.03 ~~Additional~~of ~~information~~this ~~regarding~~Current ~~these individuals is set forth in the Company's Annual~~ Report on Form 108-K/A ~~(Amendment~~is ~~No.~~incorporated 1)by ~~for~~reference ~~the~~into ~~fiscal~~this ~~year~~Item ended December 31, 2017, which was filed with the SEC on April 27, 2018, and in the Company's periodic and current reports and in statements of changes in beneficial ownership subsequently filed with the SEC3. ~~These documents may be obtained for free at the SEC's website at www~~03.~~sec.gov, and via the Company's Investor Relations section of its website at www.cartesian.com.~~

~~Cautionary~~Item ~~Statement~~5.01. ~~Regarding~~Changes ~~Forward-Looking~~in ~~Statements~~Control of Registrant.

~~This~~As ~~document~~a ~~may~~result ~~include "forward-looking" statements within the meaning~~ of the ~~Private Securities~~Offer ~~Litigation~~and ~~Reform Act of 1995. In particular, any statements that do not relate to historical or current facts constitute forward-looking statements, including, without limitation, statements relating to~~ the ~~proposed~~ Merger~~. Forward-looking statements often address expected future business and financial performance and financial condition~~, ~~and~~a ~~often~~change contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in ~~any~~control ~~forward-looking statements, including the failure to consummate the proposed Merger. The inclusion~~ of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that: (1) the Company ~~may~~occurred. beAt ~~unable to obtain stockholder approval as required for~~ the ~~proposed~~Effective ~~Merger; (2) conditions to the closing of the proposed Merger may not be satisfied or waived on a timely basis or otherwise; (3) the proposed Merger may involve unexpected costs~~Time, ~~liabilities or delays; (4)~~ the ~~business of the~~ Company ~~may~~became ~~suffer as~~ a ~~result~~wholly ofowned ~~uncertainty~~subsidiary surrounding the Offer and the proposed Merger or the potential adverse changes to business relationships resulting from the Offer or the proposed Merger; (5) legal proceedings may be initiated related to the Offer or the proposed Merger and the outcome of ~~any~~Parent. ~~legal~~The ~~proceedings~~information ~~related~~contained to the Offer or the proposed Merger may be adverse to the Company; (6) there may be unforeseen events, changes or other circumstances that could give rise to the termination of the Merger Agreement; (7) risks that the Offer or the proposed Merger may disrupt current plans and operations and present potential difficulties in ~~employee retention as a result of~~ the ~~Offer~~Introductory orNote ~~the proposed Merger; (8) uncertainties~~ and ~~other~~Items ~~risks as to consummation of the proposed Merger~~2.01, ~~including the risk that the proposed Merger will not be consummated within the expected time period or at all; and (9) the risks described in its periodic reports filed with the SEC~~5.01, ~~including,~~5.02 ~~but not limited to, "Cautionary Statement Regarding Forward Looking Information" under Part I~~ and ~~"Risk~~5.03 ~~Factors" in Item 1A~~ of ~~its~~this ~~Annual~~Current Report on Form 108-K ~~for the fiscal year ended December 31~~, ~~2017~~Item ~~and~~5.01 ~~subsequent periodic reports containing updated disclosures~~ of ~~such risks. Such risks include, without limitation:~~ the ~~Company's~~Current ~~ability~~Report to generate sufficient cash flow from operations and obtain sufficient financing to continue its operations and pay its obligations, conditions in the industry sectors that the Company serves, including the slowing of client decisions on ~~proposals~~Form ~~and~~8-K ~~project~~previously ~~opportunities~~filed ~~along~~ with ~~scope reduction of existing projects,~~ the ~~Company's~~SEC ~~ability~~by ~~to retain~~ the ~~limited number of large clients that constitute a major portion of its revenues, the~~ Company's ~~ability~~on toMay ~~protect client or Company data or information systems from security breaches and cyber-attacks~~17, ~~technological advances and competitive factors in the markets in which the Company competes~~2018, and ~~volatility~~Item ~~in foreign exchange rates~~5.02 ~~These~~of ~~risks, as well as other risks associated with~~ the ~~Offer~~Current orReport ~~the proposed Merger, are fully discussed in the Company's Solicitation/Recommendation Statement~~ on ~~Schedule~~Form ~~14D~~8-~~9 filed~~K ~~with~~previously ~~the SEC on April 10, 2018, as amended, and will be fully discussed in the proxy statement that will be~~ filed with the SEC inby ~~connection with~~ the ~~proposed~~Company ~~Merger. There~~on ~~can~~May ~~be no assurance that the proposed Merger will be completed~~15, ~~or if it is completed~~2018, ~~that it will close within the anticipated time period. Readers~~ are ~~cautioned~~each ~~not~~hereby toincorporated ~~place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required~~ by ~~applicable~~reference ~~law,~~into ~~the~~this ~~Company~~Item ~~undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date~~5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Effective Time and pursuant to the terms of the Merger Agreement, Donald Tringali ceased to be a director of the Company (including any committee of the board of directors of the Company), Ryan Scott resigned as a director of the Company and Kevin Kuby, David Hartman and Jack Myers remained as directors of the Company (including any committee of the board of directors of the Company). At such time, Jim Serafin became a director of the Company.

Also at the Effective Time, Jim Serafin remained an officer of the Company and each of Kevin Kuby and David Hartman became officers of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. A copy of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 28, 2018, the Company held the Special Meeting to consider certain proposals related to the Merger Agreement, which provides, among things, for the Merger.

As of May 25, 2018, the record date for the Special Meeting, there were 9,447,069 shares of the Company’s Common Stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 7,455,645 shares of Common Stock, representing approximately 78.92% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

Proposals to be voted upon at the Special Meeting included the following:

(1)

Approve an Agreement and Plan of Merger, dated as of March 21, 2018, among the Company, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company and the Company will become a wholly-owned subsidiary of Parent (the “Merger Proposal”); and

(2)

Approve one or more adjournments of the Special Meeting, if necessary or appropriate, to correct insufficiencies in the procedure approving the Merger Agreement at the time of the Special Meeting (the ‘‘Adjournment Proposal’’).

The final voting results for the Merger Proposal are described below.

For	Against	Abstain	Broker Non-Votes
7,435,645	0	20,000	N/A

Since there were sufficient votes represented at the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was moot and therefore not submitted for a vote at the Special Meeting.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 21, 2018, by and among the Company, Parent and Merger Sub (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 March 27, 2018)
3.1		Amended and Restated Certificate of Incorporation
3.2		Amended and Restated Bylaws

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.

CARTESIAN, INC. By: /s/ Jim Serafin Jim Serafin Chief Executive Officer

	CARTESIAN, INC.

	By:	/s/ Jim Serafin
		Jim Serafin Chief Executive Officer

Date: June 28, 2018

Date: May 17, 2018

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