UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
_______________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
November
22, 2011 (November 1, 2011)
Date
of Report (Date of earliest event reported)
_______________________
INX
INC.
(Exact
Name of Registrant as Specified in its Charter)
_______________________
|
Delaware
(State
or Other Jurisdiction
of
Incorporation) |
1-31949
(Commission
File
Number) |
76-0515249
(I.R.S.
Employer
Identification
No.) |
|
1955
Lakeway Drive, Lewisville, Texas
(Address
of Principal Executive Offices) |
75057
(Zip
Code) |
|
|
(469)
549-3800
(Registrant’s
telephone number including area code) |
|
_______________________
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other
Events.
On
November 22, 2011, INX Inc., a Delaware corporation (the “Company”), issued a
press release announcing the end of the “go-shop” period under the previously
announced Agreement and Plan of Merger (the “Merger Agreement”),
dated November 1, 2011, by and among Presidio, Inc., a Georgia corporation
(“Parent”),
Indigo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Parent (“Acquisition
Sub”), and the Company. A copy of the press release is being furnished as
Exhibit 99.1
pursuant to Item 8.01 of Form 8-K, and is incorporated herein by
reference.
Forward-Looking
Statements
Statements made in this Current Report
on Form 8-K that are forward-looking in nature are intended to be
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements relate to a variety of matters,
including but not limited to the timing and anticipated completion of the
proposed transaction and other statements that are not purely statements of
historical fact. These forward-looking statements are made on the basis of the
current beliefs, expectations and assumptions of the management of the Company
and Parent and are subject to significant risks and uncertainty. Readers are
cautioned not to place undue reliance on any such forward-looking statements.
All such forward-looking statements speak only as of the date they are made,
and, except as required by law, neither the Company nor Parent undertakes any
obligation to update or revise such statements, whether as a result of new
information, future events or otherwise.
Factors that could cause actual results
to differ materially from the forward-looking statements contained herein
include, but are not limited to the failure to satisfy the conditions of the
proposed transaction, including failure to obtain the required approvals of the
Company’s stockholders; any delay in consummating the proposed transaction or
the failure to consummate the proposed transaction; the outcome of, or expenses
associated with, any litigation which may arise in connection with the proposed
transaction; and general economic and business conditions. Additional factors
that could cause actual results to differ materially from those described in the
forward-looking statements are set forth in the documents filed by the Company
with the Securities and Exchange Commission (“SEC”), including the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2010, which identify significant risk factors that could cause actual results to
differ from those contained in the forward-looking statements.
Additional
Information and Where to Find It
The Company intends to file with the
SEC a preliminary proxy statement and a definitive proxy statement and other
relevant materials in connection with the merger described in the press release
referenced above. The definitive proxy statement will be sent or given to the
stockholders of INX. Before making any voting or investment decision with
respect to the merger, stockholders are urged to read the proxy statement and
other relevant materials when they become available because they will contain
important information about the merger. The proxy statement and other relevant
materials (when they become available) and any other documents filed by INX with
the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or
at INX’s website at www.inxi.com. In addition, stockholders may obtain free
copies of documents filed with the SEC by directing a request to INX at 1955
Lakeway Drive, Suite 220, Lewisville, Texas 75057, Attention: Corporate
Secretary.
Participants
in the Solicitation
INX and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of INX in connection with the merger. Information about the
directors and executive officers of INX is set forth in its proxy statement on
Schedule 14A filed with the SEC on June 10, 2011 and INX’s Annual Report on form
10-K filed on June 3, 2011 and subsequent amendments. Additional information
regarding the interests of participants in the solicitation of proxies in
connection with the merger will be included in the proxy statement that INX
intends to file with the SEC.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Exhibit |
|
99.1 |
|
Press
Release issued by INX Inc. on November 22,
2011. |
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.
| |
INX
INC. |
|
| |
|
|
|
|
By:
|
/s/ James
H. Long |
|
| |
|
Name:
James H. Long |
|
| |
|
Title:
Executive Chairman |
|
Exhibit
Index
Exhibit
No. |
|
Exhibit |
|
99.1 |
|
Press
Release issued by INX Inc. on November 22,
2011. |
5