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 510, 2016

Electro Rent Corporation

(Exact Name of Registrant as Specified in Charter)

California	000-09061	95-2412961
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6060 Sepulveda Boulevard, Van Nuys, CA		91411-2512
(Address of Principal Executive Offices)		(Zip Code)


6060 Sepulveda Boulevard, Van Nuys, CA		91411-2512
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (818) 787-2100

(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))

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

AOn ~~special~~August 10, ~~meeting~~2016, ofElectro Rent Corporation (the “Company”) completed its merger (the “Merger”) with Elecor Merger ~~shareholders~~Corporation (“Merger Sub”), a wholly-owned subsidiary of ~~Electro~~Elecor ~~Rent~~Intermediate Holding II Corporation ~~was~~(“Parent”), ~~held~~pursuant to the Amended and Restated Agreement and Plan of Merger entered into among the Company, Merger Sub and Parent on ~~August~~June 523, 2016. ~~The~~(the ~~meeting~~“Merger ~~was~~Agreement”). ~~held~~Parent toand ~~submit~~Merger ~~the~~Sub ~~following~~are ~~previously~~affiliates ~~disclosed~~of ~~proposals~~Platinum toEquity, a ~~vote~~Beverly ofHills-based ~~our~~private ~~shareholders:~~equity group.

Proposal 1:		To consider and vote upon a proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of June 23, 2016 (the “Merger Agreement”), by and among Elecor Intermediate Holding II Corporation, Elecor Merger Corporation and the Company, and approve the transactions contemplated thereby, including the merger (the “Merger”).
Proposal 2:		To consider and vote, on an advisory (non-binding) basis, upon specified compensation that may become payable to the named executive officers of the Company in connection with the Merger.
Proposal 3:		To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement proposal.

Item 1.01. Entry into Material Definitive Agreement.

~~The~~On ~~three~~August 5, ~~proposals~~2016, ~~are~~in ~~more~~connection ~~fully~~with ~~described~~the inMerger ~~our~~and ~~proxy~~pursuant ~~statement~~to ~~that~~the ~~was~~Merger ~~filed~~Agreement, ~~with~~ the ~~Securities~~Company’s ~~and~~board of directors approved an ~~Exchange~~amendment ~~Commission~~to onthe ~~July~~Company’s Supplemental Executive Retirement Plan (the “SERP”) to remove the requirement for employer matching contributions. Effective August 710, 2016, the Company amended the Company’s SERP and, ~~mailed~~pursuant to such ~~shareholders~~amendment, ~~entitled~~the Company is no longer required to ~~vote~~make atany matching contributions under the ~~shareholder~~SERP. ~~meeting~~A ~~beginning~~copy of the amendment to the SERP is filed as an exhibit to this Current Report on ~~July~~Form 7,8-K ~~2016~~and is incorporated herein by reference.

AtItem ~~the shareholder meeting, the shareholders adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger (proposal no.~~ 1). ~~As a result, the proposal to adjourn the special meeting (proposal no~~02. 3)Termination ~~was~~of ~~not~~Material ~~submitted~~Definitive ~~for a vote at the shareholder meeting~~Agreement.

~~There~~On ~~were~~August 10, 212016,~~439,695~~ ~~shares~~the ofCompany terminated its existing credit facility. The existing credit facility was governed by the ~~Company~~terms ~~common~~and conditions ~~stock~~of ~~present~~a inCredit ~~person~~Agreement, dated November 19, 2013 (as amended or ~~represented~~otherwise bymodified ~~proxy~~prior atto the ~~meeting~~date hereof, ~~representing~~including ~~approximately~~without limitation by that Amendment Number One, dated November 27, 2015, the “Credit Agreement”), by ~~88.6%~~and ofamong the ~~shares~~Company, ~~outstanding~~JP Morgan Chase Bank National Association, as administrative agent, J.P. Morgan Securities LLC as sole lead arranger and ~~eligible~~sole tobookrunner ~~vote~~and the lenders party thereto. The Credit Agreement was terminated without penalty.

~~The~~Item ~~final~~2.01. ~~voting~~Completion ~~results~~ of ~~each~~Acquisition ~~proposal~~or ~~are~~Disposition asof ~~follows:~~ Assets.

~~Proposal~~The 1:information ~~the~~set ~~Company’s~~forth ~~shareholders~~in ~~adopted~~ the ~~Merger~~Introductory ~~Agreement~~Note ~~and~~is ~~approved~~incorporated ~~the~~herein ~~transactions~~by ~~contemplated thereby, including the Merger~~reference. ~~Votes cast were as follows:~~

For		Against		Abstain
21,363,272		33,243		43,180

Under the terms of the Merger Agreement, which was adopted by the Company’s shareholders at the special meeting of the Company’s shareholders held on August 5, 2016, upon the effective time of the Merger: (i) each outstanding share of common stock, no par value, of the Company (“Common Stock”) (other than shares held by Parent, Merger Sub and the Company (as treasury stock or otherwise) and any of their respective direct or indirect wholly-owned subsidiaries) was converted automatically into the right to receive $15.50 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”);

~~Proposal~~ -2~~: the Company’s shareholders approved, on an advisory (non~~-~~binding)~~ ~~basis, the specified compensation that may become payable to the named executive officers of the Company in connection with the Merger. Votes cast were as follows:~~

For		Against		Abstain
20,762,106		450,659		226,930

and (ii) holders of Common Stock immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company other than the right to receive the Merger Consideration. In addition, pursuant to the Merger Agreement, at the effective time of the Merger, each restricted stock unit issued by the Company (whether vested or unvested) that was outstanding at the effective time of the Merger became vested in full and was cancelled and converted into solely the right to receive the Merger Consideration. In addition, each restricted stock unit that was unvested at the effective time of the Merger received an amount in cash, without interest, equal to the dividends that were accrued and unpaid with respect to such unvested restricted stock unit, less applicable withholding taxes.

~~Item~~The foregoing 8description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.~~01.~~1 ~~Other~~to ~~Events~~the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2016, and is incorporated herein by reference.

OnItem ~~August 5, 2016, the Company issued a press release announcing the adoption of the Merger Agreement by its shareholders~~3.01. ANotice ~~copy~~ of ~~the~~Delisting ~~press~~or ~~release~~Failure ~~is attached as Exhibit 99.1~~ to ~~this~~Satisfy ~~Current~~a ~~Report~~Continued onListing ~~Form~~Rule ~~8-K~~or ~~and~~Standard; isTransfer ~~incorporated~~of ~~herein by reference~~Listing.

~~Forward-Looking~~The ~~Statements~~information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.

~~This~~In ~~Current Report~~connection onwith ~~Form~~the ~~8-K~~consummation ~~and~~of ~~Exhibit~~the ~~99.1~~Merger, ~~hereto~~the ~~contain~~Company ~~“forward-looking~~notified ~~statements”~~The ~~within~~NASDAQ ~~the~~Stock ~~meaning~~Market ofLLC ~~the~~ (“~~safe harbor~~NASDAQ”) ~~provisions~~on ofAugust 10, 2016 ~~the~~that ~~Private~~each ~~Securities~~outstanding ~~Litigation~~share ~~Reform Act~~ of ~~1995.~~Common ~~These~~Stock ~~forward-looking~~was ~~statements~~converted ~~include, among~~automatically ~~others,~~into ~~statements about when~~ the ~~closing~~right ofto receive the Merger isConsideration, ~~expected~~other tothan ~~occur.~~shares ~~These~~held ~~statements~~by ~~are~~Parent, ~~based~~Merger onSub ~~the current beliefs~~ and ~~expectations of~~ the Company’s ~~management~~(as ~~and~~treasury ~~are~~stock ~~subject~~or tootherwise) ~~known~~ and ~~unknown~~any ~~risks~~of ~~and uncertainties.~~their ~~Factors~~respective ~~that~~direct ~~could~~or ~~cause~~indirect ~~actual~~wholly-owned ~~events~~subsidiaries. toAs ~~differ~~part ~~include,~~of ~~but~~such ~~are~~notice, ~~not limited to: (1)~~ the ~~incurrence~~Company ofrequested ~~unexpected~~that ~~costs,~~NASDAQ ~~liabilities~~file orwith ~~delays~~the ~~relating~~Securities toand ~~the~~Exchange ~~Merger;~~Commission ~~and~~a ~~(2) the~~notification ~~failure~~of toremoval ~~satisfy~~from ~~the~~listing ~~conditions~~on Form 25 to ~~the~~report ~~Merger. Factors~~ that ~~may~~shares ~~affect~~of Common ~~the~~Stock ~~future~~are ~~results~~no oflonger ~~the~~listed ~~Company~~on ~~are~~NASDAQ. ~~set~~NASDAQ ~~forth~~filed inthe ~~its~~Form 25 ~~filings~~ with the ~~SEC,~~Securities ~~including~~and ~~its~~Exchange ~~filing~~Commission on ~~Form~~ August 10-K, ~~for~~2016. ~~the~~The ~~fiscal~~Company ~~year~~intends ~~ended~~to ~~May 31,~~file ~~2015.~~with ~~Actual~~the ~~results,~~Securities ~~events~~ and ~~performance~~Exchange ~~may~~Commission ~~differ~~a ~~materially.~~Form 15 ~~Readers~~under ~~are~~the ~~cautioned~~Securities ~~not~~Exchange toAct ~~place~~of ~~undue~~1934, ~~reliance~~as onamended ~~these~~(the ~~forward-looking~~“Exchange ~~statements~~Act”), ~~which~~requesting ~~speak~~the ~~only~~deregistration as of the ~~date~~Common ~~hereof.~~Stock ~~The~~and ~~Company undertakes no obligation to release publicly~~ the ~~result~~suspension of ~~any revisions to these forward-looking statements that may be made to reflect events or circumstances after~~ the ~~date~~Company’s ~~hereof~~reporting orobligations tounder ~~reflect~~ the ~~occurrence~~Exchange ~~of unanticipated events~~Act.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d)~~The ~~Exhibits~~information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference.

ExhibitNumber		Description
99.1		Press release issued on August 5, 2016

Item 5.01. Changes in Control of Registrant.

~~SIGNATURE~~As a result of the completion of the Merger on August 10, 2016, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference.

~~Pursuant~~-3- ~~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.~~

~~ELECTRO~~The ~~RENT~~aggregate ~~CORPORATION~~purchase /price paid for the Company, including (i) payments under the Merger Agreement to the Company’s/ ~~Allen~~shareholders ~~Sciarillo~~and ~~Name:~~restricted ~~Allen~~stock ~~Sciarillo~~unit ~~Title:~~holders, ~~Chief~~(ii) fees ~~Financial~~and ~~Officer~~expenses relating to the closing of the Merger and the debt financing transactions, and (iii) the repayment of certain indebtedness of the Company and its subsidiaries, was approximately $405 million. The consideration paid to the Company’s shareholders and restricted stock unit holders was funded through (x) equity capital available to certain private investment funds controlled by Platinum Equity, (y) proceeds received in connection with a new credit facility with a syndicate of financial institutions led by Bank of America, N.A., as administrative agent and collateral agent, and (z) cash on hand at the Company.

~~Dated:~~Item ~~August~~ 5,.02. ~~2016~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Agreements of Certain Officers.

Pursuant to the Merger Agreement, at the effective time of the Merger, (i) each of the directors of the Company immediately prior to the effective time of the Merger ceased to be a director of the Company, and (ii) each of the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company. The incumbent officers of the Company immediately prior to the completion of the Merger continued as officers of the Company following the Merger.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

At the effective time of the Merger, the articles of incorporation and bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended and restated to be identical to the articles of incorporation and bylaws of Merger Sub, except that the articles of incorporation and bylaws were changed to reflect that the name of the Company is “Electro Rent Corporation.” Copies of the amended and restated articles of incorporation and amended and restated bylaws are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01. Other Events.

On August 10, 2016, the Company issued a press release regarding the closing of the Merger. A copy of the press release is attached as an exhibit to this report and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

3.1		Restated Articles of Incorporation of Electro Rent Corporation

3.2		Amended and Restated Bylaws of Electro Rent Corporation

10.1		First Amendment to the 2008 Electro Rent Corporation Supplemental Executive Retirement Plan, dated August 10, 2016

99.1		Press Release of the Company dated August 10, 2016

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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.

ELECTRO RENT CORPORATION

/s/ Allen Sciarillo

Name: Allen Sciarillo

Title: Chief Financial Officer

Dated: August 10, 2016

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