Item 1.02 Termination of a Material Definitive Agreement.
As of immediately prior to the effective time of the Merger (the "Effective Time"), the Company's Amended and Restated 2012 Employee Stock Purchase Plan was terminated.
As of the Effective Time,
Item 2.01 Completion of Acquisition or Disposition of Assets.
At the Effective Time, each share of the Company's common stock, par value
Each restricted stock unit award issued under the stock plan of the Company that was subject solely to time-based vesting (a "Company RSU Award") and that was outstanding immediately prior to the Effective Time, whether or not vested, was cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Company RSU Award by (ii) the Merger Consideration.
Each restricted stock unit award issued under the stock plan of the Company that
was subject to performance-based vesting (the "Company PSU Awards") and that was
outstanding immediately prior to the Effective Time was cancelled as of the
Effective Time in exchange for an amount in cash equal to the product obtained
by multiplying (i) the aggregate number of shares of Company Common Stock
subject to such Company PSU Award based on the performance certifications
discussed below by (ii) the Merger Consideration. With respect to the portions
of the Company PSU Awards that were subject to vesting based on stock price
appreciation, performance was certified by the Compensation Committee of the
Company's Board of Directors (the "Committee") to have been met for Company PSU
Awards with price targets of
Each share of Company Common Stock granted to the directors of the Company that was subject to a deferral election (a "Deferred Stock Award") and that was outstanding immediately prior to the Effective Time was cancelled as of the Effective Time in exchange for an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Deferred Stock Award by (ii) the Merger Consideration.
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The description of the Merger Agreement and the Merger contained in this Item
2.01 does not purport to be complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, the Company notified the Nasdaq
Global Select Market (the "Nasdaq") on the Closing Date that, effective on that
date, each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time was automatically converted into the right to
receive the Merger Consideration. As a result, it is expected that all shares
will be removed from trading on the Nasdaq following the close of trading on the
Closing Date. Also on the Closing Date, the
Item 3.03 Material Modification to Rights of Security Holders.
Upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company (other than the rights of holders of Company Common Stock to receive the Merger Consideration).
To the extent required by Item 3.03 of Form 8-K, the information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of the
Company occurred, and the
The information set forth above in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, at the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2 hereto, respectively, each of which are incorporated by reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 31, 2020 , by and amongAlaska Communications Systems Group, Inc. ,Alaska Management, Inc. , as successor in interest to Project 8Buyer, LLC , and Project 8MergerSub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onJanuary 4, 2021 ) 3.1 Certificate of Incorporation ofAlaska Communications Systems Group, Inc. , datedJuly 22, 2021 3.2By-laws of Alaska Communications Systems Group, Inc. , datedJuly 22, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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