Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements (including
within the meaning of Section
21E of the Exchange Act and Section 27A of the Securities Act of 1933, as
amended (the "Securities Act")) concerning Gemini, Disc, the proposed
transaction and other matters. These forward-looking statements include express
or implied statements relating to Gemini's management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe," "contemplate,"
"continue," "could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "will," "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. These
forward-looking statements are based on current expectations and beliefs
concerning future developments and their potential effects. There can be no
assurance that future developments affecting Gemini, Disc or the proposed
transaction will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
Gemini's control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not
limited to, the risk that the conditions to the closing of the transaction are
not satisfied, including the failure to obtain stockholder approval for the
transaction; and those factors described under the heading "Risk Factors" in the
Gemini's most recent Annual Report on Form 10-K filed with the
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the
In connection with the proposed transaction between Gemini and Disc, Gemini
filed with the
Participants in the Solicitation
Gemini, Disc and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in connection with the
proposed transaction. Information about Gemini's directors and executive
officers is included in Gemini's most recent Annual Report on Form 10-K,
including any information incorporated therein by reference as filed with the
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