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

~~September 1~~October 79, 2019 ~~( September 12, 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 Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Securities Holders

AsOn ~~previously announced, on July~~October 259, 2019, Monotype Imaging Holdings Inc., ~~a Delaware corporation~~ (the “Company”), ~~Marvel~~held ~~Parent, LLC,~~ a ~~Delaware~~special ~~limited~~meeting ~~liability company (“Parent”), and Marvel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary~~ of ~~Parent~~stockholders (~~“Merger Sub”), entered into an Agreement and Plan of Merger (~~the “~~Merger~~Special ~~Agreement~~Meeting”), ~~pursuant~~at ~~to which Merger Sub will be merged with and into~~ the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On August 26, 2019, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (the “Proxy Statement”) related to a special meeting of the Company’s ~~stockholders~~headquarters tolocated beat ~~held~~600 ~~for~~Unicorn ~~the~~Park ~~purpose of~~Drive, ~~among other things~~Woburn, ~~voting~~Massachusetts ~~on the Merger~~01801.

~~Litigation~~As ~~Related~~of August 23, 2019, the record date for the Special Meeting, there were 41,315,681 shares of the Company’s common stock outstanding and entitled to vote. At the ~~Merger~~Special Meeting, 34,822,256 shares, or approximately 84.28% of all outstanding shares of common stock, were present either in person or by proxy.

OnAt ~~September 12, 2019, a purported stockholder of~~ the ~~Company~~Special ~~filed a class action complaint in the United States District Court for the District of Delaware~~Meeting, ~~captioned~~three ~~Raymond~~proposals ~~Smith~~were ~~v. Monotype Imaging Holdings, Inc., et al., Case No. 1~~considered:~~19-cv-01717~~ (the “Complaint”), naming as defendants the Company and each member of the Company’s board of directors. Among other things, the Complaint alleges that the Proxy Statement is materially incomplete and misleading by failing to disclose in violation of Section 14(a) and Section 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, allegedly material information concerning (i) certain financial projections prepared by the Company’s management and summarized in the Proxy Statement and (ii) certain inputs used in the financial analyses conducted by J.P. Morgan Securities LLC in connection with rendering its fairness opinion to the Company’s board of directors and summarized in the Proxy Statement. The relief sought in the Complaint includes equitable relief, including among other things, to enjoin the shareholder vote on the Merger unless and until certain additional and allegedly material information is disclosed to the Company’s stockholders, to direct the defendants to account to plaintiff for all alleged damages suffered as a result of their alleged wrongdoing and to award plaintiff damages arising from proceeding with the Merger and the cost and disbursements of the Complaint, including reasonable attorneys’ and expert fees and expenses. The Company cannot predict the outcome of the Complaint, nor can the Company predict the amount of time and expense that will be required to resolve the Complaint. The Company believes the Complaint is without merit and the Company and the individual defendants intend to vigorously defend against the Complaint and subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings. The foregoing description is qualified in its entirety by reference to the Complaint which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

~~Additional~~(1) ~~Information~~The proposal to adopt the Agreement and ~~Where~~Plan of Merger, dated as of July 25, 2019 (as it may be amended, supplemented or otherwise modified from time to ~~Find~~time), Itby and among Monotype Imaging Holdings Inc., Marvel Parent, LLC and Marvel Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger Proposal”).

In(2) ~~connection~~The ~~with~~proposal ~~the proposed Merger, the Company has filed with the SEC and furnished~~ to ~~its~~approve ~~stockholders~~ a ~~definitive proxy statement on Schedule 14A~~nonbinding, asadvisory ~~well~~proposal ~~as other relevant documents concerning the proposed Merger. Promptly after filing its definitive proxy statement with the SEC, the Company mailed the definitive proxy statement and a proxy card~~ to ~~each~~approve ~~Company stockholder entitled to vote at~~ the ~~special~~compensation ~~meeting~~that ~~relating~~may tobe ~~the~~paid proposed Merger. The proxy statement contains important information about the proposed Merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT HOLDERS OF THE COMPANY SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING. This communication is not a substitute for the proxy statement or ~~for~~may ~~any~~become ~~other~~payable ~~document~~to ~~that~~ the Company’s ~~may~~named ~~file~~executive ~~with~~officers ~~the SEC and send to its stockholders~~ in connection with, ~~the~~or ~~proposed~~following, ~~Merger. The proposed Merger will be submitted to Company stockholders for their consideration. Stockholders and security holders will be able to obtain free copies of~~ the ~~proxy~~consummation ~~statement 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~~merger ~~filed by~~ (the ~~Company~~“Compensation ~~with the SEC will also be available free of charge on the Company’s website at www~~Proposal”).~~monotype.com~~ ~~or by contacting the Company’s Investor Relations contact at ir@monotype.com.~~

~~Participants~~(3) inThe proposal to adjourn the ~~Solicitation~~Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger Proposal (the “Adjournment Proposal”).

~~The~~At ~~Company~~the ~~and~~Special ~~certain of its directors~~Meeting, ~~executive officers and employees may be deemed to be participants in~~ the ~~solicitation of proxies in respect of the proposed~~ Merger. ~~Information~~Proposal ~~regarding~~and the ~~interests~~Compensation ofProposal ~~the~~were ~~Company’s~~approved ~~directors~~by ~~and~~stockholders. ~~executive~~Sufficient ~~officers~~votes ~~and~~were ~~their~~also ~~ownership~~received ofto ~~shares~~approve of the ~~Company’s~~Adjournment ~~common~~Proposal, ~~stock~~but issuch ~~set~~an ~~forth~~adjournment inwas ~~the~~not ~~Company’s~~necessary ~~definitive~~in ~~proxy~~light ~~statement~~of onthe ~~Schedule~~approval ~~14A~~of ~~filed with~~ the ~~SEC~~Merger ~~on September 9, 2019~~Proposal. ~~Free~~The ~~copies~~table ofbelow ~~this~~shows ~~document~~the ~~may~~final bevoting ~~obtained~~results asfrom ~~described in~~ the ~~preceding~~Special ~~paragraph~~Meeting.

~~Forward~~1. ~~Looking~~Merger ~~Statements~~ Proposal:

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.


For	Against	Abstain
33,600,660	1,158,254	63,342

~~Item 9~~2.~~01.~~ ~~Financial~~Compensation ~~Statements and Exhibits.~~Proposal:

(d) Exhibits


For	Against	Abstain
33,762,899	951,400	107,957

Exhibit No.		Description
	99.1	Complaint, Raymond Smith v. Monotype Imaging Holdings, Inc., et al., Case No. 1:19-cv-01717, filed on September 12, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3.	Adjournment Proposal:


For	Against	Abstain
32,354,514	2,395,101	72,641

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: ~~September~~October 179, 2019


MONOTYPE IMAGING HOLDINGS INC.

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

Filing Compare · Monotype Imaging Holdings Inc.