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

AAu ~~ugust~~gust 1926, 2019 ( August 1625, 2019 )

Date of Report (Date of earliest event reported)

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33612	20-3289482
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Unicorn Park Drive

Woburn, Massachusetts 01801

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 970-6000

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

TYPE

NASDAQ Global Select Market

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 8.01

Other Events

OnAs ~~August~~previously announced, on July 1625, 2019, ~~the U.S. Federal Trade Commission notified~~ Monotype Imaging Holdings Inc., a Delaware corporation (the “Company”), ~~that~~Marvel ~~early~~Parent, ~~termination~~LLC, ofa ~~the~~Delaware ~~applicable~~limited ~~waiting~~liability ~~period~~company ~~under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended~~ (~~the~~ “~~HSR Act~~Parent”), ~~was~~and ~~granted,~~Marvel ~~effective~~Merger ~~immediately~~Sub, Inc., ~~with~~a ~~respect~~Delaware tocorporation ~~the~~and ~~previously~~a ~~announced~~wholly ~~merger~~owned subsidiary of ~~Marvel~~Parent ~~Merger Sub, Inc.~~ (“Merger Sub”), ~~with~~entered into an Agreement and ~~into~~Plan ~~the~~of ~~Company~~Merger (the “Merger Agreement”), pursuant to ~~the~~which ~~Agreement~~Merger ~~and~~Sub ~~Plan~~will ofbe ~~Merger,~~merged ~~dated~~with asand ofinto ~~July 25,~~the ~~2019~~Company (the “Merger ~~Agreement~~”), bywith ~~and~~the ~~among~~Company surviving the ~~Company,~~Merger ~~Marvel~~as ~~Parent,~~a ~~LLC~~wholly ~~and~~owned ~~Merger~~subsidiary ~~Sub~~of Parent.

~~The~~Pursuant ~~early~~to ~~termination~~the terms of the ~~waiting~~Merger Agreement, during the 30-day period ~~under~~(the “Go-Shop Period”) beginning on the ~~HSR~~date ~~Act~~of ~~satisfies~~the ~~certain~~announcement ~~conditions~~of the Merger Agreement and continuing until 12:00 p.m., Eastern time on August 25, 2019, the Company was permitted to solicit, initiate or encourage any alternative acquisition proposal and engage in, enter into, continue or otherwise participate in any discussions or negotiations with respect to any alternative acquisition proposal. During the ~~closing~~Go-Shop Period, at the direction of the ~~Merger~~Company’s board of directors (the “Board”), the Company, with the assistance of J.P. ~~The~~Morgan ~~closing~~Securities LLC, the Company’s financial advisor, engaged in active and extensive solicitation of 60 potential bidders (comprising 28 potential strategic buyers and 32 potential financial sponsors). Three potential bidders that either were under an existing confidentiality agreement with the ~~Merger~~Company ~~remains~~or ~~subject~~entered into a confidentiality agreement with the Company that each contained customary provisions, including a one-year standstill provision that allows the counterparty to make confidential proposals to the ~~satisfaction~~Company orat ~~waiver~~any oftime and automatically terminates upon the ~~remaining~~Company’s ~~conditions~~subsequent execution of a definitive agreement with a third party to effect a sale of the ~~Merger~~Company, ~~set~~were ~~forth~~provided inaccess to an online data room containing nonpublic information regarding the ~~Merger~~Company, ~~Agreement~~including the projections provided to Parent. The Company did not receive any alternative acquisition proposals during the Go-Shop Period, including from any of the three parties that entered into confidentiality agreements and subsequently indicated they were not interested in pursuing an acquisition of the Company.

Beginning at 12:00 p.m., Eastern time on August 25, 2019 and in accordance with the terms of the Merger Agreement, the Company ceased all such activities and became subject to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties or to provide information to and engage in discussions with a third party in relation to an alternative acquisition proposal, subject to certain customary exceptions to permit the Board to comply with its fiduciary duties.

In addition, on August 26, 2019, the Company filed preliminary proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Merger and other transactions contemplated by the Merger Agreement.

Additional Information and Where to Find It

This communication relates to the proposed merger transaction involving the Company and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection with the proposed merger transaction, the Company ~~will~~has ~~file~~filed ~~relevant~~a ~~materials~~preliminary ~~with~~proxy statement on Schedule 14A (the ~~U.S.~~“Proxy ~~Securities~~Statement”) with the SEC and ~~Exchange~~expects ~~Commission~~to (file with the “SEC~~”),~~ ~~including~~and furnish to its stockholders a definitive proxy statement on Schedule 14A (as well as other relevant materials concerning the ~~“Proxy~~proposed ~~Statement”)~~merger transaction. This communication is not a substitute for the Proxy Statement or for any other document that the Company has filed or may file with the SEC or send to the Company’s stockholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. The proposed merger transaction will be submitted to the Company’s stockholders for their consideration. Investors and security holders will be able to obtain free copies of the Proxy Statement ~~(when available)~~ and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website at www.monotype.com or by contacting the Company’s Investor Relations contact at ir@monotype.com.

Participants in the Solicitation

The Company and its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership of shares of the Company’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 25, 2019, ~~its~~the ~~proxy~~Proxy ~~statement for its 2019 annual meeting of stockholders~~Statement, which was filed with the SEC on ~~April~~August 426, 2019 and in subsequent documents filed with the SEC~~, including the Proxy Statement~~. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the merger transaction, by security holdings or otherwise, ~~will~~is also be included in the Proxy Statement and other relevant materials tothat have been or may be filed with the SEC ~~when they become available~~. You may obtain free copies of ~~this~~these ~~document~~documents as described above.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; and (v) those risks detailed in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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.

Dated: August 19 26, 2019


MONOTYPE IMAGING HOLDINGS INC.

By:		/s/ Scott E. Landers
Name:		Scott E. Landers
Title:		Chief Executive Officer

Filing Compare · Monotype Imaging Holdings Inc.