8-K 1 eightkasci.txt CHANGE OF CONTROL 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): January 16, 2002 ALPNET, Inc. (Exact name of Registrant as specified in its charter) Utah 0-15512 87-0356708 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4460 South Highland Drive Suite #100 Salt Lake City, Utah 84124-3543 (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code: (801) 273-6600 Not Applicable (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. On January 16, 2002, SDL plc, a company organized under the laws of England and Wales ("Parent"), through Arctic Inc., a Utah corporation and a wholly owned subsidiary of Parent ("Purchaser"), accepted for purchase 24,877,788 common shares, no par value (the "Shares"), of ALPNET, Inc., a Utah corporation (the "Company"), that had been validly tendered and not withdrawn pursuant to Purchaser's tender offer for all of the outstanding Shares at $0.21 per Share, net to the seller in cash (the "Offer"). The Offer was made pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 12, 2001 by and among the Company, Parent and Purchaser, which provides for, among other things, the making of the Offer by Purchaser and, following the consummation of the Offer, the merger of Purchaser with and into the Company (the "Merger"), with the Company as the surviving corporation in the Merger. The Shares purchased pursuant to the Offer constitute approximately 77% of the Shares issued and outstanding. The aggregate purchase price for the Shares purchased pursuant to the Offer was $5,224,335.48. In addition, on December 12, 2001, Purchaser and the Company entered into a Share Option Agreement (the "Share Option Agreement") pursuant to which Purchaser is entitled to purchase Shares of the Company (the "Option Shares") at a price of $0.21 per Share, so that, following the purchase of the Option Shares, Purchaser shall then own 90.1% of the outstanding Shares of the Company (the "Option"); provided that to purchase Shares under the Option, Purchaser must own at least 75% of the outstanding Shares of the Company prior to exercising the Option. On January 16, 2002, Purchaser exercised the Option to purchase 44,461,957 of the authorized but unissued Shares of the Company through a promissory note in the amount of $9,337,010.97 as payment in full. Following the expiration of the Offer and the consummation of the transactions described herein, Parent now owns approximately 90.1% of the Shares issued and outstanding. Purchaser obtained all funds needed for such purchase through a capital contribution from Parent. On February 1, 2002, the date on which the Articles of Merger will be duly filed with the Division of Corporations and Commercial Code of the State of Utah, the Merger provided for by the Merger Agreement will become effective. Pursuant to the Merger, Shares which were not validly tendered pursuant to the Offer and accepted for purchase by Purchaser (and whose holders have not sought dissenters' rights for their Shares in accordance with applicable provisions of Utah law) will be converted into the right to receive $0.21 per Share, net to the seller in cash, upon delivery of appropriate documentation to the Disbursing Agent for the Offer, American Stock Transfer and Trust Company. As a result of the Merger, Parent will own 100% of the outstanding Shares of the Company. The Company held a meeting of its Board of Directors on January 16, 2002 (the "Board Meeting") after completion of the Offer and acceptance of the Shares by Purchaser. At the Board Meeting, the Company accepted the resignations of Messer's. Donald M. Reeves, Darnell L. Boehm, Eckart Wintzen and Koos Ros, as directors of the Company. The Company received written resignations from these directors, effective January 16, 2002. The Board then unanimously appointed Mr. Mark Lancaster to serve as a director and Chairman of the Board and Mr. Alastair Gordon to serve as a director and Secretary of the Board. The Board then accepted the resignations of Mr. Michael F. Eichner as director and acting CEO, Mr. Jaap van der Meer as director and President, Mr. John W. Wittwer as Vice President Finance and CFO, and Mr. James R. Morgan, as director, Secretary and Vice President Legal, CLO of the Company. The Company received written resignations from these directors and officers effective January 16, 2002. The Board then unanimously appointed Mr. Mark Lancaster President and Mr. Alastair Gordon Secretary of the Company. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company. SIGNATURE 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. Date: January 29, 2002 ALPNET, INC. By: /s/ Mark Lancaster Name: Mark Lancaster Title: President

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

December 12, 2001 Date of Report (Date of earliest event reported)

ALPNET, Inc. (Exact name of registrant as specified in its charter)

Utah (State or other jurisdiction of incorporation)

0-15512 (Commission File Number) 87-0356708 (IRS Employer Identification No.)

4460 South Highland Drive, Suite 100 Salt Lake City, Utah 84124-3543 (Address of principal executive offices) (Zip Code)

(801) 273-6600 (Registrant's telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosure.

On December 13, 2001, Registrant and SDL plc, a company organized under the laws of England and Wales ("SDL") issued a press release announcing that they had entered into a Merger Agreement, dated December 12, 2001, which provides for SDL to seek to acquire all of the outstanding shares of Registrant pursuant to a cash tender offer at $0.21 per share. The cash tender offer represents an approximate 62 percent premium over the December 12, 2001 reported Over the Counter Bulletin Board price of $0.13 per share.

Following completion of the cash tender offer and necessary approvals, the Merger Agreement provides that SDL, through its wholly-owned subsidiary, Arctic Inc., a Utah corporation ("Arctic") will consummate a merger in which all of the Registrant's remaining shareholders will receive the same price paid in the tender offer in cash. The Registrant will be the surviving corporation. The merger transaction, but not the tender offer, is subject to approval by SDL's and the Registrant's shareholders, net external debt of Registrant not exceeding $14 million at the time of closing, Registrant having at least $5 million of net assets at the time of closing, and to other customary conditions.

On December 12, 2001, Registrant and Arctic entered into a Share Option Agreement pursuant to which Arctic is entitled to purchase Common Shares of Registrant, at a price of $0.21 per share, so that Arctic, following the purchase of the Common Shares under the Share Option Agreement, shall then own 90.1% of the Common Shares of Registrant; provided that, to purchase Common Shares of Registrant under the Share Option Agreement, Arctic must own at least 75% of the Common Shares of Registrant prior to exercising the option.

On December 12, 2001, the Chairman and Chief Executive Officer of Registrant, and the President of Registrant, each entered into a Stockholders Agreement with SDL and Arctic. Pursuant to the Stockholders Agreements, the Chairman and CEO and the President each, among other things: (i) agreed to tender in the offer all Common Shares of Registrant beneficially owned by him; (ii) agreed to vote such Common Shares in favor of the merger; and (iii) granted to SDL a proxy with respect to voting such Common Shares.

On December 13, 2001, the Company filed with the Securities and Exchange Commission a Schedule 14D-9, Solicitation/Recommendation Statement under Section 14(D)(4) of the Securities Exchange Act of 1934. The Schedule 14D-9 contains detailed information regarding SDL's tender offer, the Merger Agreement and the Share Option Agreement, and is available at no charge at the SEC's website at www.sec.gov.

The Joint Press Release, Merger Agreement, Share Option Agreement, and the two Stockholders Agreements appear as exhibits hereto and are incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to such documents.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

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.

	ALPNET, INC.
Date: December 18, 2001	By:	/s/ JOHN W. WITTWER
		Name: John W. Wittwer Title: Vice President Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated December 13, 2001, filed herewith.
99.2		Merger Agreement, dated December 12, 2001, by and among SDL plc, a company organized under the laws of England and Wales ("Parent"), Arctic Inc., a Utah corporation which is wholly owned directly or indirectly by Parent, and ALPNET, Inc., a Utah corporation, filed herewith.
99.3		Share Option Agreement, dated December 12, 2001, between Arctic Inc., a Utah corporation ("Purchaser"), and ALPNET, Inc., a Utah corporation (the "Company"), filed herewith.
99.4		Stockholder Agreement, dated December 12, 2001, between SDL plc, a company organized under the laws of England and Wales, and Jaap van der Meer, President of ALPNET, Inc., as Stockholder, filed herewith.
99.5		Stockholder Agreement, dated December 12, 2001, between SDL plc, a company organized under the laws of England and Wales, and Michael F. Eichner, Chairman and Chief Executive Officer of ALPNET, Inc., as Stockholder, filed herewith.

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