UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~September~~October 1011, 2024

ARC DOCUMENT SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-32407

(Commission File Number)

20-1700361

(IRS Employer Identification No.)

12657 Alcosta Blvd., Suite 200, San Ramon California	94583
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 949-5100

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 (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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ARC		The New York Stock Exchange

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Amendment~~As Nopreviously disclosed, on August 27, 2024, ARC Document Solutions, Inc. 1(the to“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”), and TechPrint Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent is an affiliate of Kumarakulasingam Suriyakumar, the Company’s Chairman and Chief Executive Officer, Dilantha Wijesuriya, the Company’s President and Chief Operating Officer, Jorge Avalos, the Company’s Chief Financial Officer, Rahul Roy, the Company’s Chief Technology Officer, Sujeewa Sean Pathiratne, a private investor, and certain entities affiliated with such persons (collectively, the “Rollover Stockholders”).

OnThe ~~September~~Merger ~~10,~~Agreement ~~2024,~~provides ~~ARC~~for ~~Document~~the ~~Solutions,~~acquisition ~~Inc.~~of (the “Company”) ~~entered~~by ~~into~~Parent anthrough ~~Amendment~~a ~~No.~~merger 1of toMerger ~~Agreement~~Sub with and ~~Plan~~into ofthe ~~Merger~~Company (the “Merger ~~Agreement Amendment”~~), with ~~TechPrint~~the Company ~~Holdings,~~surviving ~~LLC,~~the ~~a Delaware limited liability company (“Parent”), and TechPrint~~ Merger ~~Sub,~~as ~~Inc.,~~the asurviving ~~Delaware~~ corporation and a wholly-owned subsidiary of Parent ~~(“Merger Sub”)~~, ~~which amended that certain Agreement~~ and ~~Plan~~with ofeach ~~Merger~~issued ~~dated as of August 27, 2024, by~~ and ~~between~~outstanding ~~the~~share ~~Company, Parent and Merger Sub (the “Merger Agreement”). Parent is an affiliate~~ of ~~Kumarakulasingam Suriyakumar,~~ the Company’s ~~Chairman~~common ~~and~~stock, ~~Chief~~par ~~Executive~~value ~~Officer,~~$0.001 ~~Dilantha~~per ~~Wijesuriya,~~share (the “Company’s ~~President~~Common ~~and~~Stock”) ~~Chief~~(other ~~Operating~~than ~~Officer,~~shares ~~Jorge~~of Company ~~Avalos,~~Common ~~the~~Stock ~~Company’s~~owned ~~Chief~~by ~~Financial Officer~~Parent, ~~Rahul~~Merger ~~Roy~~Sub, the Company~~’s Chief Technology Officer~~, ~~Sujeewa Sean Pathiratne, a private investor, and certain entities affiliated with such persons (collectively,~~ the “Rollover Stockholders~~”).~~, ~~The Merger Agreement Amendment clarifies~~ and ~~ensures~~any ~~the~~holders ~~Intended~~of ~~Tax~~Company ~~Treatment (as~~Common ~~such~~Stock ~~term~~who isexercise ~~defined~~statutory inappraisal ~~the~~rights ~~Merger Agreement)~~ with respect to ~~the~~such ~~contribution by the Rollover Stockholders of their~~ shares), ofautomatically ~~ARC~~converted, ~~Common~~in ~~Stock~~accordance ~~(including shares received~~ with ~~respect to In-~~the~~-Money Company Options and Company RSAs) (as such~~ terms ~~are~~of ~~defined in~~ the Merger Agreement), into the right to ~~Parent~~receive incash ~~exchange~~consideration ~~for~~of ~~equity~~$3.40 ~~interests~~per inshare, ~~Parent~~without interest.

The ~~foregoing~~consummation ~~description~~ of the ~~Merger~~transactions ~~Agreement~~contemplated ~~Amendment~~by ~~does~~the ~~not~~Merger ~~purport~~Agreement tois beconditioned ~~complete~~upon, ~~and~~among isother ~~qualified~~things, inthe ~~its~~expiration ~~entirety~~or bytermination of the ~~reference~~applicable towaiting period (or any extension thereof) under the ~~Merger~~Hart-Scott-Rodino ~~Agreement~~Antitrust ~~Amendment~~Improvements Act of 1976, aas ~~copy~~amended of(the ~~which~~“HSR isAct”). ~~filed~~Effective as ~~Exhibit~~of 211:59 p.1m., ~~hereto~~Eastern ~~and~~Time, ison ~~incorporated~~October ~~herein~~11, ~~by reference~~2024, the waiting period under the HSR Act expired with respect to the Merger.

~~Amendment~~The ~~No.~~Company 1and Parent anticipate that, subject to receipt of the ~~Voting~~required approval of the Company’s stockholders at the special meeting of the Company’s stockholders and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, the Merger will be consummated promptly following the date of the special meeting.

On September 10, 2024, Company entered into an Amendment No. 1 to Voting Agreement (the “Voting Agreement Amendment”) with Parent and the stockholders listed on the signature pages of that certain Voting Agreement dated August 27, 2024 (such stockholders of the Company, the “Stockholders” and such agreement, the “Voting Agreement”). The Voting Agreement Amendment amends the Voting Agreement to update Schedule A thereto and to clarify that Company RSAs (as defined therein) owned by the Rollover Stockholders are intended to be subject to the Voting Agreement and other covenants included therein.

The foregoing description of the Voting Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” ~~within~~that ~~the~~involve ~~meaning~~substantial ofrisks ~~Section~~and ~~21E~~uncertainties. ofAll ~~the~~statements, ~~Securities~~other than ~~Exchange~~statements ~~Act~~ of ~~1934~~historical facts, ~~which~~included ~~provides~~or areferenced ~~“safe~~in ~~harbor”~~this ~~for~~proxy ~~such~~statement ~~statements~~that address activities, events or developments which we expect will or may occur in ~~certain~~the ~~circumstances.~~future ~~The~~are forward-looking statements, ~~relate~~including ~~to prior~~ statements ~~or expectations~~ regarding the ability of the parties to satisfy the conditions precedent and consummate the proposed Merger, the timing of consummation of the proposed Merger, and the ability of the parties to secure any required stockholder approval in a timely manner or on the terms desired or anticipated,. You can generally identify these statements and ~~any~~other ~~failure~~forward-looking ofstatements ~~Parent~~in tothis ~~obtain~~document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” ~~the~~“potential,” ~~financing~~“intend,” ~~required~~“plan,” to“assume,” ~~consummate~~“believe,” ~~the~~“forecast,” ~~Merger.~~“look,” ~~These~~“build,” ~~statements~~“focus,” ~~are~~“create,” ~~based~~“work,” ~~upon~~“continue,” ~~current~~“target,” ~~expectations~~“poised,” ~~beliefs~~“advance,” ~~and~~“drive,” ~~assumptions~~“aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and ~~there~~similar ~~can~~expressions, beand novariations ~~assurance~~or ~~that~~negative of such ~~expectations~~terms ~~will~~or ~~prove~~other tovariations ~~be correct~~thereof. ~~Because~~Words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. ~~involve~~Forward-looking statements by their nature address matters that are, to different degrees, uncertain. All such ~~risks~~forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and ~~speak~~assumptions, ~~only~~many as of ~~the~~which ~~date~~are onbeyond ~~which~~the ~~they~~control ~~are~~of ~~made~~the Company, that could cause actual ~~events~~results ~~could~~to differ materially from those ~~discussed~~expressed in ~~the~~such forward-looking statements. asKey afactors ~~result~~that ofcould ~~various~~cause ~~factors,~~actual ~~including~~results to differ materially include, but are not limited to, the ~~possibility~~expected timing and likelihood of completion of the Merger, including the ~~that~~timing, ~~the~~receipt and terms and conditions of any required governmental approvals of the Merger; the occurrence of any event, change or other circumstances that could give rise to the ~~closing~~termination of the Merger ~~are~~Agreement; the possibility that the Company’s stockholders may not ~~satisfied,~~approve ~~including~~the Merger; the risk that ~~required~~the ~~stockholder~~parties ~~approval~~may ~~for~~not be able to satisfy the conditions to the Merger isin ~~not~~a ~~obtained,~~timely ~~potential~~manner ~~litigation~~or ~~relating~~at all; risks related to disruption of management time from ongoing business operations due to the Merger,; ~~uncertainties~~the asrisk that any announcements relating to the ~~timing~~Merger ofcould have adverse effects on the ~~consummation~~ market price of Company Common Stock; the risk that the Merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of ~~each~~the ~~party~~Company to ~~consummate~~retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the ~~Merger~~risk of unforeseen or unknown liabilities; customer, ~~risks~~shareholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the ~~substantial~~Merger ~~costs~~that could be instituted against the Company or its directors and/or ~~diversion~~officers; the risk associated with third-party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Merger which are not waived or otherwise satisfactorily resolved; the risk of ~~personnel~~the Company’s ~~attention~~ability to access short- and ~~resources~~long-term ~~due~~debt tomarkets ~~these~~on ~~matters~~a timely and ~~other~~affordable ~~factors~~basis; ~~discussed~~the inrisk ~~greater~~of ~~detail~~various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, pandemic conditions, cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; the ~~Company’s~~risks ~~filings~~resulting ~~with~~from ~~the~~other ~~SEC.~~effects ~~You~~of ~~are~~industry, ~~cautioned~~market, ~~not~~economic, tolegal ~~place~~or ~~undue~~legislative, ~~reliance~~political onor ~~such~~regulatory ~~statements~~conditions, and other risks and factors that may be difficult to ~~consult~~predict and beyond our control, including those detailed in the Company’s ~~most recent~~ Annual Report on Form 10-K ~~and~~for ~~other~~the ~~filings~~year ~~with~~ended ~~the~~December ~~SEC~~31, 2023, Quarterly Report on Form 10-Q for ~~additional~~the ~~risks~~quarter ended June 30, 2024 and ~~uncertainties~~Current Reports on Form 8-K that ~~may~~are ~~apply~~available toon the Company’s ~~business~~website at https://ir.e-arc.com and on the ~~ownership~~ website of the ~~Company’s~~SEC ~~securities~~at http://www.sec.gov. The Company’s forward-looking statements are ~~presented~~based ason ofassumptions that the ~~date~~Company ~~made,~~believes ~~and~~to ~~the~~be reasonable but that may not prove to be accurate. Other unpredictable events or factors not discussed in this Current Report on Form 8-K could also have material adverse effects on forward-looking statements. The Company does not ~~undertake~~assume ~~any~~an ~~duty~~obligation to update any forward-looking statements, ~~whether~~except as arequired ~~result~~by ofapplicable ~~new~~law. These forward-looking statements ~~information,~~speak ~~future~~only ~~events,~~as orof ~~otherwise~~the date they are made.

Additional Information and Where to Find It

This Current Report on Form 8-K is being made in respect of the Merger involving the Company and Parent. In connection with the Merger, (i) the Company ~~intends~~has filed tocertain ~~file the~~ relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A and (ii) certain participants in the transaction ~~intend~~have to jointly ~~file~~filed with the SEC a ~~transaction~~Transaction ~~statement~~Statement on Schedule 13E-3, ~~which~~(a ~~will~~“Schedule ~~contain~~13E-3”), which contains important information onabout the Company, Parent, the Rollover Stockholders and the Merger, including the terms and conditions of the Merger. Promptly after filing ~~its~~ a definitive proxy statement with the SEC, the Company will mail the definitive proxy statement, the Schedule 13E-3 and a proxy card to each stockholder of the Company entitled to vote at the Company ~~Stockholders~~stockholders ~~Meeting~~meeting. This ~~communication~~Current Report on Form 8-K is not a substitute for the proxy statement, the Schedule 13E-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. The materials to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website at https://ir.e-arc.com~~/overview/default~~.~~aspx.~~ In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13E-3 and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger because they contain important information about the Company and the proposed Merger. This ~~communication~~Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or solicitation of any vote or approval.

Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the proxy statement and the Schedule 13E-3 ~~Merger Statement~~, as well as any amendments or supplements to these documents, carefully when they become available because they will contain important information about the Merger.

Participants in the Proxy Solicitation

The Company and its directors, and executive officers, ~~other members of its management and employees~~ may be deemed to be participants in the solicitation of proxies from the stockholders of the Company ~~stockholders~~ in connection with the transaction contemplated by the Merger Agreement under ~~SEC~~the rules. ~~Investors~~of ~~and~~the ~~stockholders~~SEC. ~~may~~Information ~~obtain~~about ~~more~~the ~~detailed~~interests ~~information~~of ~~regarding~~ the ~~names,~~directors ~~affiliations~~ and ~~interests~~executive officers of the Company’s ~~executive~~and ~~officers~~other ~~and directors~~persons ~~participating~~who may be deemed to be participants in the solicitation byof ~~reading~~stockholders of the Company’s ~~definitive~~in ~~proxy~~connection ~~statement~~with ~~for~~the ~~its~~transaction ~~2024~~contemplated ~~Annual~~by ~~Meeting~~the ofMerger ~~Stockholders,~~Agreement ~~which~~and ~~was~~a ~~filed~~description ~~with~~of ~~the~~their ~~SEC~~direct onand ~~March~~indirect 28interests, ~~2024,~~by ~~and~~security ~~the~~holdings ~~proxy~~or ~~statement~~otherwise, ~~the~~are ~~Schedule~~included ~~13E-3~~in ~~Merger~~the ~~Statement~~sections entitled ~~and~~“Special ~~other~~Factors ~~relevant~~– ~~materials~~Interests ~~that~~of ~~will~~Executive beOfficers ~~filed~~and ~~with~~Directors ~~the~~of ~~SEC~~ARC in ~~connection with~~ the Merger,” ~~when~~“Other ~~they~~Important ~~become available.~~ Information ~~concerning~~Regarding ~~the~~ARC ~~interests~~– ofDirectors ~~the~~and ~~Company’s~~Executive ~~participants~~Officers inof ~~the solicitation~~ARC,” ~~which~~and ~~may,~~“Other inImportant ~~some~~Information ~~cases,~~Regarding beARC ~~different~~– ~~than~~Security Ownership of ~~those~~Certain ofBeneficial ~~the~~Owners ~~Company’s~~and ~~stockholders~~Management” ~~generally,~~included ~~will be set forth~~ in the preliminary proxy statement ~~relating~~related to the ~~Merger~~transactions ~~and~~contemplated by the ~~Schedule~~Merger ~~13E-3~~Agreement, ~~Merger~~as ~~Statement~~filed ~~when~~with ~~they~~the ~~become~~SEC ~~available~~on October 4, 2024.

~~Item~~Information ~~9.01.~~about ~~Financial~~the ~~Statements~~directors and ~~Exhibits~~executive officers of the Company, their ownership of Company common stock, and the Company’s transactions with related persons is set forth the sections entitled “Nominees for Director,” “Executive Officers,” Corporate Governance Profile,” “Executive Compensation,” “Beneficial Ownership of Voting Securities” and “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024.

(d) Exhibits.

Exhibit Number		Description
2.1 10.1 104		Amendment No. 1 to Agreement and Plan of Merger dated September 10, 2024, by and among Parent, Merger Sub and the Company Amendment No. 1 to Voting Agreement, dated September 10, 2024, by and among Parent, Merger Sub, the Company, and the Rollover Stockholders Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date:	ARC DOCUMENT SOLUTIONS, INC.
Date: October 15, 2024	ARC DOCUMENT SOLUTIONS, INC.
September 11, 2024
	By:	/s/ Tracey Luttrell
	Name:	Tracey Luttrell
	Title:	Corporate Counsel & Corporate Secretary

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