UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 2122, 2018

Analogic Corporation

(Exact name of registrant as specified in charter)

Massachusetts	0-6715	04-2454372
(State or other jurisdictionof incorporation)	(Commissionfile number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)


8 Centennial Drive, Peabody, Massachusetts		01960
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 978-326-4000

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~~transitionperiod ~~period~~ for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

AtOn aJune 22, ~~special~~2018, ~~meeting of the shareholders of~~ Analogic Corporation, ~~(the~~a ~~“Company”)~~Massachusetts ~~held~~corporation ~~on June 21, 2018~~ (the “~~Special Meeting~~Company”), ~~the~~completed ~~Company’s~~its ~~shareholders~~previously ~~voted~~announced onmerger pursuant ~~the proposals set forth below relating~~ to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 10, 2018 ~~(the “Merger Agreement”)~~, by and among the Company, ANLG Holding Company, Inc., a Delaware corporation (“Parent”), and AC Merger Sub, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),. ~~providing~~Pursuant ~~for~~to the ~~merger~~Merger ofAgreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). ~~The~~Parent ~~proposals~~and ~~are~~Merger ~~described~~Sub inare ~~detail~~owned inby ~~the~~funds ~~Company’s~~affiliated ~~definitive proxy statement filed~~ with ~~the~~Altaris ~~Securities~~Capital ~~and Exchange Commission on May 16~~Partners, ~~2018~~ ~~(the~~LLC (“~~Proxy Statement~~Altaris”). The final results regarding each proposal are set forth below. There were 12,501,638 shares of Company common stock outstanding and entitled to vote on the record date for the Special Meeting, and 10,170,650 shares of Company common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

~~Proposal No.~~ Item 1.02. ToTermination ~~approve~~of ~~the~~a ~~Merger~~Material Definitive Agreement.

~~This~~In ~~proposal~~connection ~~was~~with ~~approved~~the consummation of the Merger, the Company terminated its Credit Agreement, dated November 23, 2015, by and among the Company, ~~requisite~~the ~~vote~~financial institutions identified therein as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”), at the effective time of the ~~Company’s~~Merger, ~~shareholders~~and a payment of the amount previously outstanding under the Credit Agreement was made in full in cash.

For		Against		Abstain
9,932,300		78,787		159,563

Item 2.01. Completion of Acquisition or Disposition of Assets.

~~Proposal~~On ~~No.~~June 2.22, ~~To approve~~2018, onthe aMerger ~~nonbinding~~was ~~advisory~~consummated ~~basis~~and, in accordance with the Merger Agreement, each share of Company common stock (the “~~golden~~Common ~~parachute~~Stock” ~~compensation~~and ~~that~~each ~~may~~a ~~be payable~~“Share”) toissued and outstanding as of such date (other than Shares owned by any subsidiary of the Company’s, ~~named~~Parent, ~~executive~~Merger ~~officers~~Sub inor ~~connection~~any ~~with~~other subsidiary of Parent immediately prior to the ~~Merger~~effective astime ~~reported~~of the inMerger (the ~~Proxy~~“Effective ~~Statement~~Time”), onall of which were canceled, was automatically converted into the ~~Golden~~right ~~Parachute~~to ~~Compensation~~receive ~~table~~$84.00 in ~~the~~cash, ~~section~~without ~~entitled~~interest and subject to deduction for any required withholding tax (the “~~Golden~~Merger Consideration”), ~~Parachute~~and ~~Compensation~~each former holder of such Shares ceased to have any rights with respect thereto, except the right to receive the Merger Consideration.”

~~This~~Each ~~proposal~~unexercised stock option that was ~~approved~~outstanding immediately prior to the Effective Time with an exercise price per share less than the Merger Consideration was automatically canceled and converted into the right to receive the Merger Consideration less the exercise price for each underlying Share. Each outstanding and unexercised stock option with an exercise price per Share equal to or greater than the Merger Consideration was canceled, without payment of any consideration payable therefor, and has no further force or effect. Each restricted stock unit award that was outstanding immediately prior to the Effective Time and unvested became fully vested and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying Share. Each performance-based share unit award that was outstanding immediately prior to the Effective Time became fully vested with respect to the number of shares of Common Stock that would have been earned in accordance with the methodology set forth in the applicable award agreement (as in effect on the date of the Merger Agreement) or previously established by the ~~requisite~~Compensation ~~vote~~Committee of the Company’s ~~shareholders~~Board of Directors and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying vested Share.

For		Against		Abstain
9,366,429		746,596		57,625

The aggregate consideration paid by Parent in the Merger was approximately $1.07 billion, excluding related transaction fees and expenses. Parent funded the payment of the aggregate consideration through a combination of cash made available to Parent by cash equity contributions from funds affiliated with Altaris, unrestricted cash-on-hand held by the Company and debt financing.

~~Proposal~~The ~~No. 3.~~foregoing Todescription ~~approve~~of ~~one~~the orMerger ~~more~~and the ~~adjournments~~Merger ofAgreement does not purport to be complete and is qualified in its entirety by reference to the ~~Special~~Merger ~~Meeting~~Agreement, ifwhich ~~necessary~~was orfiled ~~appropriate,~~as Exhibit 2.1 to ~~solicit additional~~the ~~proxies~~Company’s ifCurrent ~~there~~Report ~~are~~on ~~insufficient~~Form ~~votes~~8-K filed atwith the ~~time~~Securities ofand Exchange Commission (the ~~Special~~“SEC”) ~~Meeting~~on toApril 10, ~~approve~~2018 ~~the~~and ~~Merger~~is ~~Agreement~~incorporated herein by reference.

~~Adjournment~~Item of3.01. ~~the Special~~Notice ~~Meeting~~of ~~was~~Delisting ~~deemed~~or ~~unnecessary~~Failure ~~because~~to ~~there~~Satisfy ~~was~~ a ~~quorum~~Continued ~~present~~Listing ~~and~~Rule ~~there~~or ~~were~~Standard; ~~sufficient~~Transfer ~~votes at the time~~ of ~~the Special Meeting to approve the Merger Agreement~~Listing.

In connection with the Merger, the Company notified the Nasdaq Global Select Market (“Nasdaq”) on June 22, 2018 of the consummation of the Merger. Trading in the Common Stock will be suspended prior to the open of trading on June 23, 2018. The Company also requested that Nasdaq file with the SEC an application on Form 25 to

delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, each of Fred B. Parks, Dr. Bernard Bailey, Jeffrey P. Black, James J. Judge, Dr. Michael T. Modic, Stephen A. Odland and Joseph E. Whitters resigned as directors of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the Effective Time. At the Effective Time and by operation of the Merger Agreement, the directors of the Merger Sub immediately prior to the Effective Time, George Aitken-Davies and Jim O’Brien, became the directors of the Company (as the surviving corporation). Following the Merger, each of Michael J. Bourque and John J. Fry no longer serve as officers of the Company and Will Rousmaniere was appointed as the Chief Financial Officer of the Company (as the surviving corporation). Fred B. Parks, Mervat Faltas and Brooks West continue to serve as officers of the Company (as the surviving corporation).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, (i) the articles of organization of the Company as in effect immediately prior to the Effective Time, were amended, and such articles of organization, as amended, became the articles of organization of the Company (as the surviving corporation) and (ii) the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety, and such amended and restated bylaws became the bylaws of the Company (as the surviving corporation). The amended and restated bylaws of the Company are identical to the bylaws of the Merger Sub as in effect immediately prior to the Effective Time, except that all references to the name of the Merger Sub therein were changed to refer to the name of the Company. A copy of the amendments to the articles of organization and a copy of the amended and restated bylaws of the Company (as the surviving corporation) are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

On June 2122, 2018, the Company and Altaris issued a joint press release announcing the ~~results~~consummation of the ~~Special Meeting~~Merger. A copy of that press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Item~~3 ~~9.01 Financial Statements and Exhibits~~

~~(d)~~Item ~~Exhibits~~9.01. Financial Statements and Exhibits.

~~See~~(d) Exhibits ~~the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.~~

~~Safe~~See ~~Harbor~~the ~~for~~Exhibit ~~Forward~~Index attached to this Current Report on Form 8-~~Looking~~K, ~~Statements~~which is incorporated herein by reference.

~~Statements in this filing regarding the proposed transaction between Parent and the Company, the expected timetable for completing the~~EXHIBIT ~~transaction,~~INDEX future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about future expectations, plans, and prospects for the Company, including statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the risk that the proposed Merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock; the failure to satisfy all of the closing conditions of the proposed Merger; the occurrence of any

event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the proposed Merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others; risks that the proposed Merger may disrupt the Company’s current plans and business operations; potential difficulties retaining employees as a result of the proposed Merger; risks related to the diverting of management’s attention from the Company’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed Merger; risks relating to product development and commercialization, limited demand for the Company’s products, or the limited number of customers for such products, risks associated with competition, uncertainties associated with regulatory agency approvals, competitive pricing pressures, downturns in the economy, the risk of potential intellectual property litigation, acquisition related risks; and other factors discussed in the Company’s most recent quarterly and annual reports filed with the SEC. In addition, the forward-looking statements included in this filing represent the Company’s views as of the date of this document. While the Company anticipates that subsequent events and developments will cause the Company’s views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any later date.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of April 10, 2018, by and among the Company, Parent, and Merger Sub (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 10, 2018).*

3.1		Amendments to Articles of Organization of the Company.

3.2		Amended and Restated Bylaws of the Company.

99.1		Joint press release issued by Altaris and the Company on June 22, 2018.

~~EXHIBIT~~* ~~INDEX~~Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Company agrees to furnish supplementally a copy of any omitted schedule to the staff of the SEC upon request.

Exhibit Number		Description
99.1		Press release issued by Analogic Corporation on June 21, 2018.

SIGNATURE

3Pursuant 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.

SIGNATURE


Date: June 22, 2018	Analogic Corporation

	By:	/s/ Fred B. Parks
		Fred B. Parks
		President and
		Chief Executive Officer

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: June 21, 2018

Analogic Corporation

/s/ John J. Fry

John J. Fry

Senior Vice President, General Counsel and Secretary

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