Sec Form 13D Filing - Suriyakumar Kumarakulasingam filing for ARC DOCUMENT SOLUTIONS INC (ARC) - 2024-07-19

SOLE VOTING POWER

500,000

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

500,000

SHARED DISPOSITIVE POWER

0

Introductory Note

This Amendment No.1 (this “Amendment No.1”) to statement on Schedule 13D, is filed with respect to shares of Common Stock of the Issuer on behalf of the group that may be deemed to be formed under Rule 13d-5 consisting of (i) Mr. Kumarakulasingam Suriyakumar (“Mr. Suriyakumar” or the “Founder”), director, chairman and chief executive officer of the Issuer; (ii) the Suriyakumar Family Trust (the “Family Trust”), by and through Mr. Suriyakumar as trustee; (iii) the Shiyulli Suriyakumar 2013 Irrevocable Trust (the “Shiyulli Trust”), by and through Ms. Shiyulli Suriyakumar (“Ms. Suriyakumar”) as trustee; (iv) the Seiyonne Suriyakumar 2013 Irrevocable Trust (the “Seiyonne Trust”), by and through Mr. Seiyonne Suriyakumar (“Mr. Seiyonne Suriyakumar”) as trustee; (v) Mr. Dilantha Wijesuriya, Chief Operating Officer of the Issuer (“Mr. Wijesuriya”); (vi) Mr. Jorge Avalos, Chief Financial Officer of the Issuer (“Mr. Avalos”); (vii) Mr. Rahul Roy, Chief Technical Officer of the Issuer (“Mr. Roy”); and (viii) Mr. Sujeewa Sean Pathiratne, a private investor (“Mr. Pathiratne” and, collectively with Mr. Suriyakumar, the Family Trust, the Shiyulli Trust, the Seiyonne Trust, Mr. Wijesuriya, Mr. Avalos, and Mr. Roy, the “Reporting Persons”).

This Amendment No. 1 amends and supplements the Schedule 13D, with respect to the Issuer filed by the Reporting Persons with the Securities and Exchange Commission (as amended and supplemented to date, the “Schedule 13D”). Except as provided herein, this Schedule 13D does not modify any of the information previously reported on the Schedule 13D.

The information set forth in this Item 4 shall be deemed to supplement Item 4 of the Schedule 13D filed by the Reporting Persons on June 28, 2024.

On July 16, 2024, the Reporting Persons entered into a Consortium Agreement dated as of July 12, 2024 (the “Consortium Agreement”) providing that they would use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the approval of the Special Committee of the Issuer’s Board of Directors and/or the Issuer’s approval, to enter into definitive agreements and other ancillary documents in connection with the Acquisition (the “Definitive Agreements”). Without limitation of the foregoing ,the Reporting Persons agreed pursuant to the Consortium Agreement that they would coordinate with each other in performing due diligence, securing debt (as applicable) and equity financing, and structuring and negotiating the Acquisition, including establishing appropriate legal entities for the purpose of the Acquisition. The Consortium Agreement contemplates that the Reporting Persons will utilize TechPrint Holdings, LLC, a limited liability company formed by Founder in the State of Delaware (the “Parent”), as the acquisition entity for as the purpose of pursuing the Acquisition.

Pursuant to the Consortium Agreement, each Reporting Person has agreed to bear and pay the fees and expenses of such Reporting Person’s legal, financial and other advisors engaged by such Reporting Person with respect to the Consortium Agreement and the Acquisition. The parties have further agreed that in the event that any legal, financial, or other advisors (the “Consortium Advisors”) are to be engaged to represent Parent and/or the Reporting Parties collectively with respect to the Consortium Agreement and/or the Acquisition, such advisors shall be selected by the Founder. Pursuant to the Consortium Agreement, the Reporting Persons have also agreed that if the Acquisition is not consummated or the Consortium Agreement expires or is terminated with respect to any Reporting Person prior to the closing of the Acquisition without any breach by any Reporting Person, the Founder shall bear all fees and out-of-pocket expenses payable to the advisors to the Founder and any Consortium Advisors, and to any lender or other financing sources, in connection with the Acquisition. Upon consummation of the Acquisition, the Reporting Persons have agreed that Parent shall reimburse the Founder for all fees and out-of-pocket expenses incurred by him (including fees and expenses of the advisors to the Founder and/or any Consortium Advisors in connection with the Acquisition. The Consortium Agreement provides that the Founder shall be solely entitled to receive any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any disputes or litigation relating to the Acquisition) payable to Parent (or one or more of its affiliates or designees), net of any expenses required to be borne by the Founder pursuant to the Consortium Agreement.

No assurances can be given that any agreement with the Issuer relating to the proposed Acquisition will be entered into or be consummated.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2024