Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


 

SCHEDULE 14A

(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


 

 

Filed by the Registrant

x

 

Filed by a Party other than the Registrant

o

Check the appropriate box:

 

o

Preliminary Proxy Statement

 

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x

Definitive Proxy Statement

 

o

Definitive Additional Materials

 

o

Soliciting Material Pursuant to §240.14a-12

WEST MARINE, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

o

No fee required.

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:



 

(2)

Aggregate number of securities to which transaction applies:



 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):



 

(4)

Proposed maximum aggregate value of transaction:



 

(5)

Total fee paid:



 

x

Fee paid previously with preliminary materials.

 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:



 

(2)

Form, Schedule or Registration Statement No.:



 

(3)

Filing Party:



 

(4)

Date Filed:



 




 TABLE OF CONTENTS



August 11, 2017

Dear West Marine Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of West Marine, Inc., a Delaware corporation (“West Marine,” the “Company,” “we,” “us” or “our”), to be held on September 12, 2017, at 8:00 a.m., Pacific Time, at West Marine Support Center located at 500 Westridge Drive, Watsonville, California 95076-4100.

On June 29, 2017, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Rising Tide Parent Inc., a Delaware corporation (“Parent”), and Rising Tide Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”). Parent and Sub are entities affiliated with Monomoy Capital Partners, a New York-based private equity fund. Under the Merger Agreement, at the effective time of the merger, Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). At the Special Meeting, we will ask you to adopt the Merger Agreement.

At the effective time of the Merger, each share of the Company’s common stock, par value $0.001 per share (“our common stock”), issued and outstanding prior to the effective time, other than (i) shares held in the treasury of the Company or owned of record by any wholly-owned subsidiary of the Company, Parent or any of its wholly-owned subsidiaries and (ii) shares of our common stock held by stockholders who have not voted in favor of the adoption of the Merger Agreement and who have perfected their statutory right of appraisal in respect of such shares of our common stock in accordance with Section 262 of the Delaware General Corporation Law, will be cancelled and automatically be converted into the right to receive $12.97 per share in cash, without interest (the “Merger Consideration”), subject to any withholding taxes.

The Merger Consideration represents a premium of approximately 34.4% over the closing price of our common stock reported on The NASDAQ Global Select Market (the “NASDAQ”) on June 29, 2017, the last full trading day before the entering into of the Merger Agreement, and approximately 31.7% over the average closing price of our common stock reported on the NASDAQ for the trading days during the 30-day period ended on June 29, 2017.

In connection with the process to explore strategic alternatives available to the Company, the board of directors of the Company (the “Board”) carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and unanimously (i) adopted and declared advisable the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, (iii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable and in the best interests of the Company and its stockholders, and (iv) recommended that the Company stockholders adopt the Merger Agreement and directed that the Merger Agreement be submitted to the Company stockholders for adoption. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to adopt the Merger Agreement (Proposal 1).

In addition, at the Special Meeting, you will be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (Proposal 2) and a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement (Proposal 3). You will also at the Special Meeting be asked to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot consummate the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock

 
 TABLE OF CONTENTS

entitled to vote at the Special Meeting. Whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card or voting instruction form in the accompanying prepaid reply envelope, or submit your proxy or voting instructions by telephone or the Internet. The failure to vote your shares of our common stock will have the same effect as a vote “AGAINST” approval of the proposal to adopt the Merger Agreement . The Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement, FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive that is based on or otherwise relates to the Merger and “FOR” the proposal to adjourn the Special Meeting if necessary or appropriate, as determined by the Company, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement.

The obligations of the Company, Parent and Sub to consummate the Merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about us, the Special Meeting, the Merger Agreement, the Merger and the Merger-related proposals. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement carefully, including its annexes and the documents incorporated by reference. In addition, you may obtain more information about the Company from documents that it files with the Securities and Exchange Commission. See the section in the proxy statement captioned “ Where You Can Find More Information .”

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 751-6312

Banks & Brokers May Call Collect: (212) 269-5550

Email: WMAR@dfking.com

On behalf of the Board, we thank you for your support and appreciate your consideration of this matter.



 

 

 

 

 

Sincerely,

  

 

  

/s/ Barbara L. Rambo

 

/s/ Matthew L. Hyde

Barbara L. Rambo

 

Matthew L. Hyde

Board Chair

 

President and Chief Executive Officer
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