VIFL / Food Technology Service Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

- FORM 15

Form 15 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-19047 Food Technology Service, Inc. (Exact name of registrant as s

RESTATED ARTICLES OF INCORPORATION FOOD TECHNOLOGY SERVICE, INC.

Restated Articles of Incorporation Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF FOOD TECHNOLOGY SERVICE, INC. In compliance with Chapter 607 and/or Chapter 621, F.S., these Restated Articles of Incorporation of FOOD TECHNOLOGY SERVICE, INC. are hereby adopted. ARTICLE I. NAME The name of the corporation is FOOD TECHNOLOGY SERVICE, INC. (the “Corporation”). ARTICLE II. ADDRESS The principal an

- POST EFFECTIVE AMENDMENT NO 1

Post Effective Amendment No 1 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.

BYLAWS STERIGENICS FLORIDA ACQUISITION CORP. ARTICLE I. MEETINGS OF SHAREHOLDERS

Restated Bylaws of Food Technology Exhibit 3.2 BYLAWS OF STERIGENICS FLORIDA ACQUISITION CORP. ARTICLE I. MEETINGS OF SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders of the Corporation for the election of directors and the transaction of other business shall be held each year and on the date and at the time and place that the board of directors determines. If any ann

- POST EFFECTIVE AMENDMENT NO 1

Post Effective Amendment No 1 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

Form 8K 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 Date of Report (Date of Earliest Event Reported): March 4, 2014 FOOD TECHNOLOGY SERVICE, INC. (Exact name of registrant as specified in its charter) Florida 0-19047 59-2618503 (State or Other Jurisdiction of Incorporation) (C

Other Events - FORM 8-K

Form 8-K 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 Date of Report (Date of Earliest Event Reported): February 25, 2014 FOOD TECHNOLOGY SERVICE, INC. (Exact name of registrant as specified in its charter) Florida 0-19047 59-2618503 (State or Other Jurisdiction of Incorporatio

- DEFINITIVE PROXY

Definitive Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SCHEDULE 13D JOINT FILING AGREEMENT

EX-1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

VIFL / Food Technology Service Inc / GTCR FUND IX/B L P - FORM SC 13D Activist Investment

Form SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) FOOD TECHNOLOGY SERVICE, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 344798202 (CUSIP Number) Corey H. Graue

VIFL / Food Technology Service Inc / FORT ASHFORD HOLDINGS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Food Technology Service, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 344798202 (CUSIP Number) FRANK KA

STOCKHOLDER AGREEMENT

EX-99.1 2 ex991to13da709585002120513.htm Exhibit 99.1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of December 5, 2013 (this “Agreement”), by and among Sterigenics U.S., LLC, a Delaware limited liability company (“Parent”), Sterigenics Florida Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Fort Ashford Holdings, LLC (“Fort Ashford”) and Ri

FOOD TECHNOLOGY SERVICE, INC. TO BE ACQUIRED BY STERIGENICS INTERNATIONAL LLC FOR $7.23 PER SHARE IN CASH

EX-99.1 4 d640824dex991.htm JOINT PRESS RELEASE Exhibit 99.1 FOOD TECHNOLOGY SERVICE, INC. TO BE ACQUIRED BY STERIGENICS INTERNATIONAL LLC FOR $7.23 PER SHARE IN CASH Mulberry, FL – December 6, 2013 – Food Technology Service, Inc. (NASDAQ: VIFL) (the “Company” or “FTSI”), a regional provider of sterilization services, announced today that it entered into a definitive merger agreement, dated Decemb

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): December 5, 2013 FOOD TECHNOLOGY SERVICE, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-19047 59-2618503 (State or Other Jurisdiction (Commission (IRS Employer of

STOCKHOLDER AGREEMENT

EX-10.1 3 d640824dex101.htm STOCKHOLDER AGREEMENT Exhibit 10.1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of December 5, 2013 (this “Agreement”), by and among Sterigenics U.S., LLC, a Delaware limited liability company (“Parent”), Sterigenics Florida Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Fort Ashford Holdings, LLC (“Fort Ashford

AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 5, 2013 BY AND AMONG STERIGENICS U.S., LLC, STERIGENICS FLORIDA ACQUISITION CORP., FOOD TECHNOLOGY SERVICE, INC. TABLE OF CONTENTS ARTICLE 1 THE MERGER 2 SECTION 1.1 THE MERGER 2 SECTION 1.2 EFFECTIVE

EX-2.1 2 d640824dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 5, 2013 BY AND AMONG STERIGENICS U.S., LLC, STERIGENICS FLORIDA ACQUISITION CORP., AND FOOD TECHNOLOGY SERVICE, INC. TABLE OF CONTENTS ARTICLE 1 THE MERGER 2 SECTION 1.1 THE MERGER 2 SECTION 1.2 EFFECTIVE TIME OF THE MERGER 2 SECTION 1.3 CLOSING 2 SECTION 1.4 EFFECTS OF THE MERGER 3

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission File Number 0-

RESIGNATION

EX-99.1 2 d621356dex991.htm COPY OF RESIGNATION LETTER Exhibit 99.1 RESIGNATION The undersigned hereby resigns from the board of directors and from any Board committees of Food Technology Service, Inc effective immediately. Dated: October 15, 2013 /s/ David L. Nicholds David L. Nicholds

It is a shame to leave under threat but I believe this will allow Frank to save face and hopefully be calmer and allow the company to go ahead all in the best interests of everyone. Just wish I could be there to see it through.

Copy of circumstances surrounding Mr Nicholds' resignation Exhibit 99.2 From: David Nichols Sent: Tuesday, October 29, 2013 11:29 PM To: Rick Hunter CC: Schifino, Sr., William Subject: Resignation It is a shame to leave under threat but I believe this will allow Frank to save face and hopefully be calmer and allow the company to go ahead all in the best interests of everyone. Just wish I could be

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): October 19, 2013 FOOD TECHNOLOGY SERVICE, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-19047 59-2618503 (State or Other Jurisdiction of Incorporation) (C

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13da600322foo092713.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par v

POWER OF ATTORNEY

Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby appoints Frank Kavanaugh his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result

VIFL / Food Technology Service Inc / FORT ASHFORD HOLDINGS LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Food Technology Service, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 344798202 (CUSIP Number) FRANK KA

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SEC Letter [FTSI LOGO APPEARS HERE] April 17, 2013 William H. Thompson Accounting Branch Chief Securities & Exchange Commission 100 F Street N.E. Washington, DC 20549 Re: Food Technology Service Inc. Form 10-K for Fiscal Year Ended December 31, 2012 Filed March 29, 2013 File No. 0-19047 Dear Mr. Thompson: This will acknowledge receipt of the staff’s letter of comment dated April 16, 2013. In respo

- DEFINITIVE PROXY MATERIALS

Definitive Proxy Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ¨ Check the appropriate box ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under Rule 14a-12 FOOD TECHNOLOGY SERVICE, INC.

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ¨ Check the appropriate box x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under Rule 14a-12 FOOD TECHNOLOGY SERVICE, INC.

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SEC Response Letter One Tampa City Center 201 North Franklin Street Suite 3200 Tampa, FL 33602 Office (813) 221-2626 Fax (813) 221-7335 BURR.

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Correspondence One Tampa City Center 201 North Franklin Street Suite 3200 Tampa, FL 33602 Office (813) 221-2626 Fax (813) 221-7335 BURR.

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VIFL / Food Technology Service Inc / FORT ASHFORD HOLDINGS LLC - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Food Technology Service, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 344798202 (CUSIP Number) Frank Kavanaugh Managing Director Fort Ashford Holdings, LLC 120 Vantis Drive, Suite 300 Aliso Viejo, CA 92656 949-333-3133 (Name, Address and Telephone Numb

[Signature Page Follows.]

EX-2 3 v324799ex2.htm EXHIBIT 2 Exhibit 2 AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into as of September 26, 2012 by and between Fort Ashford Holdings, LLC, a Nevada limited liability company with an address of 120 Vantis Drive, Suite 300, Aliso Viejo, CA 92656 (“Fort Ashford”) and Food Technology Service Inc., a Florida corporation with an address of 502 Prairie Mine Road, Mu

STOCK PURCHASE AGREEMENT by and between Fort Ashford Holdings, LLC Richard G. Hunter, Ph.D.

Exhibit 1 STOCK PURCHASE AGREEMENT by and between Fort Ashford Holdings, LLC and Richard G.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events - FORM 8-K

Form 8-K 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 Date of report (Date of earliest event reported): August 28, 2012 FOOD TECHNOLOGY SERVICE, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-19047 59-2618503 (State or Other Jurisdiction of Incorporation) (Co

VIFL / Food Technology Service Inc / FORT ASHFORD HOLDINGS LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Food Technology Service, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 344798202 (CUSIP Number) Frank Kavanaugh Managing Director Fort Ashford Holdings, LLC 120 Vantis Drive, Suite 300 Aliso Viejo, CA 92656 949-333-3133 (Name, Address and Telephone Numb

VIFL / Food Technology Service Inc / FORT ASHFORD HOLDINGS LLC - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Food Technology Service, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 344798202 (CUSIP Number) Frank Kavanaugh Managing Director Fort Ashford Holdings, LLC 120 Vantis Drive, Suite 300 Aliso Viejo, CA 92656 949-333-3133 (Name, Address and Telephone Numb

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Check the appropriate box ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-5(d) (2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under Rule 14a-12 FOOD TECHNOLOGY SERVICE, INC.