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): ~~August~~September 8, 2017

CYALUME TECHNOLOGIES HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	~~000-52247~~	20000-~~3200738~~52247	20-3200738
(State or other jurisdiction of incorporation or organization)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)	(I.R.S. Employer Identification No.)
910 SE 17th Street, Suite 300
Fort Lauderdale, Florida			33316
(Address of Principal Executive Offices)			(Zip Code)

910 SE 17th Street, Suite 300
Fort Lauderdale, Florida	33316
(Address of Principal Executive Offices)	(Zip Code)

(954) 315-4939

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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. ¨

~~FORWARD~~Item ~~LOOKING~~1.02. ~~STATEMENTS~~Termination of a Material Definitive Agreement.

~~Information~~The ~~provided~~information ~~and statements~~provided ~~contained~~ in ~~this~~Item report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 19952.01 ~~Such forward-looking statements only speak as~~ of ~~the date of~~ this ~~report~~Report ~~and~~is ~~the~~incorporated registrant assumes no obligation to update the information included in this report. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the registrant’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the registrant’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein ~~and in other releases and public filings made~~ by ~~Cyalume Technologies Holdings, Inc~~reference. (including its filings with the Securities and Exchange Commission). Although the registrant believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, the registrant also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.

On September 8, 2017, in connection with the completion of the Merger described in Item 12.01 of this Report, the following agreements to which Cyalume Technologies Holdings, Inc. ~~Entry~~(the ~~into~~“Company”) was a ~~Material~~party ~~Definitive~~prior ~~Agreement.~~to the consummation of the Merger were terminated:

(1) The Company repaid in full all outstanding indebtedness of the Company and its subsidiaries for borrowed money or in respect of loans or advances under the credit agreement, dated May 18, 2015 (as amended, the “Credit Agreement”), by and ~~Plan~~among the Company, certain of ~~Merger~~its subsidiaries, Monroe Capital Management Advisors, LLC as administrative agent and lead arranger and the various lenders party thereto. In connection therewith, the Credit Agreement and all related documents were terminated and all liens and other security interests granted thereunder were terminated.

~~On August 8, 2017, Cyalume Technologies Holdings, Inc.~~ (~~the “Company”~~2), ~~CPS~~All ~~Performance~~outstanding ~~Materials~~warrants ~~Corp. (“Parent”)~~ and ~~CPS Performance~~options ~~Materials~~issued ~~Merger~~by ~~Sub Corp. (“Merger Sub”) entered into an Agreement and Plan of Merger (~~the ~~“Merger~~ ~~Agreement”),~~Company ~~pursuant~~prior to ~~which, upon~~ the ~~terms~~effective ~~and~~time ~~subject~~of to the ~~conditions set forth in the~~ Merger ~~Agreement,~~ ~~Merger Sub will merge with and into the Company~~ (the “~~Merger~~Effective Time”), ~~with~~were ~~the~~terminated ~~Company~~or ~~surviving~~canceled ~~the~~in ~~Merger as~~exchange afor ~~wholly-owned subsidiary of Parent. Pursuant to~~ the ~~terms~~right ~~of the Merger Agreement, subject~~ to ~~the~~receive ~~satisfaction of~~ the ~~terms~~ ~~and conditions set forth therein, Parent has agreed to pay an aggregate cash~~ consideration ~~of, subject~~ to ~~certain adjustments~~which ~~set~~such ~~forth~~security inwas ~~the Merger Agreement~~entitled, ~~$45.0~~if ~~million~~any, ~~which~~pursuant ~~includes the repayment of outstanding indebtedness of the Company, estimated~~ to ~~be approximately $14.3 million as of August 1, 2017. Beyond~~ the ~~repayment~~terms of ~~indebtedness, this amount is subject to adjustment based upon, among other things, unpaid transaction expenses of~~ the Company, a potential working capital adjustment, a deduction for a director and officer “tail” insurance policy, a deduction for transaction bonuses and severance costs, and a deduction for certain tax related amounts, in each instance, as more thoroughly described in the Merger Agreement (~~such~~ as~~-adjusted~~ ~~amount,~~such ~~the~~term ~~“Merger Consideration”).The working capital adjustment~~ is ~~based~~defined ~~on the amount of the Company’s working capital, calculated generally as the Company’s current assets minus current liabilities (~~in ~~accordance~~Item with the methodology set forth in the Merger Agreement), as of the date immediately preceding the closing date, as estimated by the Company and approved by Parent, as follows: (i) if the Company’s estimated closing working capital is less than $102.6501 ~~million, then the Merger Consideration will be reduced on a dollar-for-dollar basis by the amount~~ of ~~such~~this ~~shortfall; and (ii~~Report) ~~if the Company’s estimated closing working capital is greater than $11~~.~~65 million, then the Merger Consideration will be increased on a dollar-for-dollar basis by the amount of such excess.~~

AtItem ~~the~~2.01. ~~effective~~Completion ~~time~~ of ~~the~~Acquisition Merger (the “Effective Time”), each share of the Company’s common stock (“Common Stock”) issued and outstanding at the effective time of the Merger (except those shares (i) held by any of the Company’s stockholders who are entitled to and who properly demand appraisal rights and comply with the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) owned by the Company as treasury stock or byDisposition ~~any subsidiary~~ of the Company) will be canceled and converted automatically into the right to receive an amount in cash calculated as (x) the total Merger Consideration, less the aggregate amount paid to holders of shares of the Company’s preferred stock (“Preferred Stock”) as described below, divided by (y) the sum of (1) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time and (2) the number of shares of Common Stock issuable upon the exercise of exercisable in-the-money options and warrants (calculated as if such options and warrants were exercised on a cashless basis), without interest and less any required withholding taxes (the “Common Per Share Merger Consideration”)Assets.

~~-2-~~On September 8, 2017, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 8, 2017 (the “Merger Agreement”), by and among the Company, CPS Performance Materials Corp. (“Parent”) and CPS Performance Materials Merger Sub Corp. (“Merger Sub”), including the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”), were consummated.

~~Each~~On ~~share~~that of Preferred Stock issued and outstanding at the Effective Time (except those shares (i) held by any of our stockholders who are entitled to and who properly demand appraisal rights and comply with the requirements of Section 262 of the DGCL and (ii) owned by the Company as treasury stock or by any subsidiary of the Company) willdate, at the Effective Time, be canceled and converted automatically into the right to receive an amount in cash calculated based on the applicable per share liquidation value determined in accordance with the applicable certificate of designation for such series of Preferred Stock.:

~~Each~~(1) ~~option~~each orshare ~~warrant~~of tothe ~~purchase~~Company’s common stock (“Common Stock”) issued and outstanding at the Effective Time ~~with~~(except anthose ~~exercise~~shares ~~price~~(i) ~~per~~held ~~share~~by ~~that~~any isof ~~less than~~ the ~~Common~~Company’s ~~Per~~stockholders ~~Share~~who ~~Merger Consideration~~are ~~will,~~entitled atto ~~the~~and ~~Effective~~who ~~Time,~~properly bedemand ~~terminated~~appraisal inrights ~~exchange for the right to receive, without interest~~ and ~~less~~comply ~~any~~with ~~required withholding taxes, and~~ the ~~holder~~requirements ~~thereof~~of ~~will~~Section be262 ~~entitled~~of tothe ~~receive,~~General aCorporation ~~cash~~Law ~~amount~~of ~~equal to~~ the ~~product~~State of ~~(i)~~Delaware (the ~~number~~“DGCL”) ~~of shares~~and ~~of Common Stock subject to such options or warrants multiplied by~~ (ii) ~~the~~owned ~~amount~~ by ~~which~~ the ~~Common~~Company ~~Per~~as ~~Share~~treasury ~~Merger~~stock ~~Consideration exceeds~~or ~~the~~by ~~per~~any ~~share~~subsidiary ~~exercise~~of ~~price~~the ofCompany) ~~such~~were ~~options~~canceled orand ~~warrants.~~converted ~~Each~~automatically ~~option~~into orthe ~~warrant~~right to ~~purchase~~receive ~~Common~~$0.213837, ~~Stock~~without ~~with~~interest anand ~~exercise price~~less ~~that~~any isrequired ~~equal~~withholding totaxes ~~or greater than~~ (the “Common Per Share Merger Consideration ~~will be cancelled and no consideration will be delivered in exchange therefor. There are no options outstanding to purchase shares of Preferred Stock.~~”);

~~The~~(2) ~~Company~~Each ~~currently~~share ~~estimates~~of ~~that, if~~ the ~~closing~~Company’s ofpreferred stock (the ~~Merger~~“Preferred ~~were~~Stock”) toissued ~~occur~~and onoutstanding ~~August~~at ~~31, 2017,~~ the ~~total~~Effective ~~amount~~Time to(except bethose ~~paid~~shares ~~to holders of~~ (i) ~~Common~~held ~~Stock~~by ~~would~~any ~~be approximately $5.8 million, or approximately $0.2081 for each share~~ of ~~Common~~the ~~Stock,~~Company’s ~~(ii)~~stockholders ~~Series~~who Aare ~~Convertible~~entitled ~~Preferred~~to ~~Stock would~~and bewho ~~approximately~~properly ~~$9.3~~demand ~~million,~~appraisal orrights ~~approximately~~and ~~$75.58~~comply ~~for~~with ~~each~~the ~~share~~requirements of ~~Series~~Section A262 ~~Convertible~~of ~~Preferred~~the ~~Stock,~~DGCL and (~~iii~~ii) ~~Series B~~owned ~~Convertible~~by ~~Preferred~~the ~~Stock~~Company ~~would~~as betreasury ~~approximately~~stock ~~$7.4 million,~~ or ~~approximately~~by ~~$7,432.47~~any ~~for~~subsidiary ~~each share~~ of ~~Series~~the BCompany) ~~Convertible Preferred~~were ~~Stock,~~canceled ~~(iv)~~and ~~Series~~converted Cautomatically ~~Preferred~~into ~~Stock~~the ~~would~~right beto ~~$3.0~~receive ~~million,~~an oramount ~~$3,000.00~~in ~~for~~cash ~~each~~as ~~share~~follows: ofin ~~Series~~the Ccase ~~Preferred~~of ~~Stock, and~~the ~~(v)~~ Series DA Convertible Preferred Stock ~~would be approximately $1.6 million~~, ~~or approximately~~ $~~156,671~~77.0086; ~~for~~in ~~each~~the ~~share~~case of the Series DB Convertible Preferred Stock., ~~However~~$7,636.80; ~~because~~in ~~these amounts are based on~~ the ~~Company’s~~case ~~current estimates~~ of ~~deductions from~~ the ~~purchase~~Series ~~price~~C ~~payable~~Preferred ~~by Parent under the Merger Agreement~~Stock, ~~including the Company’s outstanding closing indebtedness~~$3, ~~transaction~~000.00; ~~expenses, closing working capital~~ and ~~other amounts described above and~~ in the ~~Merger~~case ~~Agreement, and because the Company does not know the date on which the closing will occur or the corresponding deductions, the actual amount and portion~~ of the ~~Merger Consideration~~Series ~~payable~~D ~~to holders of~~ Preferred Stock, ~~and Common Stock could be different~~$160,978.35.

The Merger Agreement contains customary representations and warranties for a transaction of this type. None of the representations and warranties contained in the Merger Agreement will survive the Effective Time. In addition, the Company has agreed to various covenants in the Merger Agreement, including, among other things, covenants to continue to conduct its business in the ordinary course and in accordance with past practices and not to take certain actions prior to the closing of the Merger without the prior consent of Parent.-2-

~~The~~(3) ~~Merger~~Each ~~Agreement~~option ~~contains~~or ~~certain~~warrant ~~conditions that~~to ~~must~~purchase beCommon ~~satisfied~~Stock ~~before~~issued ~~the~~and ~~parties~~outstanding toat the ~~Merger~~Effective ~~Agreement~~Time ~~will~~with bean ~~required~~exercise toprice ~~close~~per ~~the~~share ~~Merger.~~that ~~Among~~was ~~other~~less ~~conditions set~~than ~~forth in~~ the ~~Merger~~Common ~~Agreement,~~Per ~~the~~Share ~~obligations of each of Parent,~~ Merger ~~Sub~~Consideration ~~and~~was ~~the~~terminated ~~Company~~in toexchange ~~effect~~for the ~~Merger~~right ~~are subject~~ to ~~the~~receive, ~~satisfaction~~without orinterest ~~waiver~~and atless orany ~~prior~~required towithholding ~~closing~~taxes, ofand the ~~Merger~~holder ofthereof ~~(i)~~became ~~the~~entitled ~~approval~~to ~~and~~receive, ~~adoption~~a ofcash ~~the~~amount ~~Merger~~equal ~~Agreement~~to by the ~~Company’s~~product ~~stockholders,~~of ~~which occurred on August 8, 2017, as described below,~~ (iii) ~~receipt~~the ofnumber ~~certain governmental consents, including SEC clearance~~ of ~~the~~shares ~~definitive form~~ of anCommon ~~information~~Stock ~~statement~~subject ~~relating~~ to ~~the~~such ~~Merger~~options ~~Agreement~~or ~~and~~warrants ~~the~~multiplied ~~satisfaction of~~by ~~applicable waiting periods, and~~ (~~iii~~ii) the ~~absence~~amount ofby ~~legal~~which ~~prohibitions on~~ the ~~consummation~~Common ofPer ~~the~~Share Merger. InConsideration ~~addition,~~exceeds ~~Parent and Merger Sub will not be obligated to effect~~ the ~~Merger~~per ~~unless~~share ~~the~~exercise ~~following~~price ~~additional~~of ~~conditions,~~such ~~among~~options ~~others~~or ~~described~~warrants. ~~in the~~Each ~~Merger~~option ~~Agreement, are satisfied~~ or ~~waived~~warrant ~~at or prior~~ to ~~the~~purchase ~~closing~~Common ofStock ~~the Merger: (i) the accuracy of the representations and warranties of the Company and compliance by the Company~~ with ~~its~~an ~~covenants~~exercise ~~and~~price ~~obligations~~that ~~under~~was ~~the~~equal ~~Merger Agreement, subject~~ to ~~certain~~or ~~materiality~~greater ~~qualifiers~~than ~~specified therein; (ii) Parent and~~ the ~~Company~~Common ~~must~~Per ~~have~~Share ~~received~~Merger ~~certain~~Consideration ~~identified~~was ~~governmental and~~canceled ~~third party consents;~~ and ~~(iii)~~no ~~since~~consideration ~~the~~will ~~date~~be ofdelivered ~~the Merger Agreement, there must not have occurred a “Material Adverse Effect” (as described~~ in ~~the~~exchange ~~Merger Agreement)~~therefor.

The ~~Merger~~foregoing ~~Agreement contains customary~~description ~~termination~~of ~~provisions, including, without limitation, that~~ the Merger ~~Agreement~~and ~~may be terminated, subject to certain limitations set forth in~~ the Merger Agreement, byis ~~either~~qualified ~~the~~in ~~Company~~its orentirety ~~Parent if the Merger has not been consummated~~ by ~~the~~reference ~~close of business on November 8, 2017, other than due~~ to the ~~failure of the terminating party to fulfill its obligations under the~~ Merger Agreement~~. The~~, ~~Merger~~which ~~Agreement~~is ~~requires~~filed ~~the~~as ~~Company to pay a $~~Exhibit 2.1~~,350,000~~ ~~termination fee~~ to ~~Parent~~this ~~under~~Report ~~certain~~and ~~limited~~is ~~circumstances~~incorporated ~~more thoroughly~~by ~~described~~reference ~~therein~~herein.

-Item 3-.03. Material Modification to Rights of Security Holders.

The ~~foregoing description of the Merger~~ ~~Agreement~~information isprovided ~~qualified~~ in ~~its~~Item ~~entirety~~2.01 ~~by reference to the full text~~ of ~~the~~this ~~Merger~~Report ~~Agreement, a copy of which~~ is ~~attached hereto as Exhibit 2.1, which is hereby~~ incorporated herein ~~in its entirety~~ by reference.

~~The~~Item ~~Merger Agreement has been included to provide investors and security holders with information regarding its terms~~5. ~~It is not intended to provide any other factual information about the Company or its affiliates or subsidiaries~~01. ~~The~~Changes ~~representations, warranties and covenants contained~~ in ~~the~~Control ~~Merger Agreement were made only for purposes~~ of that agreement and as of specific dates, were solely for the benefit of the parties thereto, and 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 instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investorsRegistrant. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub, the Company or any of their respective subsidiaries or affiliates. 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 public disclosures of the Company.

~~Support~~The information ~~Agreements~~provided in Item 2.01 of this Report is incorporated herein by reference. The aggregate consideration paid by Parent in the Merger for all of the outstanding equity interests of the Company was $45.0 million, minus certain items enumerated in the Merger Agreement, including the sum of (i) all Indebtedness (as defined in the Merger Agreement) of the Company at the Effective Time and (ii) the Company’s Transaction Expenses (as defined in the Merger Agreement) that were unpaid at the Effective Time. The source of funds for the cash consideration paid under the Merger Agreement was readily available funds. Upon the Effective Time, the Merger constituted a change of control of the Company, resulting in the Company becoming a wholly owned subsidiary of Parent.

OnItem ~~August 8, 2017, the Company and Parent entered into Support Agreements with each of US VC Partners, L~~5.P02.~~, Cova Small Cap Holdings, LLC, JFC Technologies,~~ Departure ~~LLC, Bayonet Capital Fund I, LLP, the Michael G. Barry Irrevocable Trust~~ of ~~2006,~~Directors Yaron Eitan and Selway Capital, LLC (the “Support Agreements”). The Support Agreements, among other things, (i) require the execution of the Merger Consent (as defined below) by the stockholders, (ii) require that in the event of a stockholder meeting such stockholders will vote in favor of the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, (iii) appoints Parent or ~~its~~Certain ~~designee~~Officers; asElection ~~such stockholders’ proxy and attorney-in-fact to vote such stockholders’ shares in favor~~ of ~~the~~Directors; ~~Merger,~~Appointment ~~the Merger Agreement and the transactions contemplated by the Merger Agreement and against any adverse proposal, and (iv) restricts the transfer~~ of ~~such~~Certain ~~stockholders’ shares~~Officers.

~~The~~As ~~foregoing description~~ of the ~~Support Agreements is qualified in its entirety by reference~~Effective Time, aall ~~form~~ of ~~which~~the ismembers ~~attached~~of ~~hereto~~the asCompany’s ~~Exhibit~~board ~~10.1,~~of ~~which is~~directors ~~hereby~~resigned ~~incorporated~~from ~~herein~~the ~~in its entirety by reference~~board.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed Merger, the Company will prepare an information statement for the stockholders of the Company to be filed with the Securities and Exchange Commission (the “SEC”), and will mail the information statement to its stockholders and may file other documents regarding the proposed transaction with the SEC as well. The Company urges investors and stockholders to read the information statement when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and stockholders will be able to obtain, without charge, a copy of the information statement and other documents at the SEC’s website, http://www.sec.gov or from the Company by directing a request by mail or telephone to the Company at 910 SE 17th Street, Suite 300, Fort Lauderdale, Florida 33316.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, by the Company’s stockholders required the affirmative vote or written consent of the holders of (i) a majority of the outstanding shares of Common Stock, Series A Convertible Preferred Stock (on an as-converted to Common Stock basis) and Series B Convertible Preferred Stock (on an as-converted to Common Stock basis), voting as a single class, and (ii) a majority of the outstanding shares of Series A Convertible Preferred Stock, voting as a separate class, which majority must include US VC Partners, L.P. (the “Requisite Vote”).

On August 8, 2017, following execution of the Merger Agreement, the holder of securities, whose ownership on such date represented approximately 85% of the outstanding shares of Common Stock on an as-converted basis and 100% of the outstanding shares of Series A Convertible Preferred Stock, and satisfied the Requisite Vote, delivered written consents adopting the Merger Agreement (the “Merger Consent”). No further approval of the stockholders of the Company is required to approve and adopt the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger.

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Item 8.01. Other Events.

On August 8, 2017, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

Exhibit #		Description
2.1		Agreement and Plan of Merger, dated August 8, 2017, by and among Cyalume Technologies Holdings, Inc., CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp.1 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2017 and incorporated herein by reference).
10.1		Form of Support Agreement.
99.1		Press Release, dated August 8, 2017.

¹ The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.

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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 thereunder duly authorized.

CYALUME TECHNOLOGIES HOLDINGS, INC. By: /s/ Zivi Nedivi Name: Zivi Nedivi Title: Chief Executive Officer

Date: ~~August~~September 8, 2017

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EXHIBIT INDEX

Exhibit #		Description
2.1		Agreement and Plan of Merger, dated August 8, 2017, by and among Cyalume Technologies Holdings, Inc., CPS Performance Materials Merger Sub Corp. and CPS Performance Materials Corp.1 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 8, 2017 and incorporated herein by reference).
10.1		Form of Support Agreement.
99.1		Press Release, dated August 8, 2017.

¹ The schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.

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Filing Compare · Cyalume Technologies Holdings, Inc.