Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Subject to certain exceptions, each
• Each outstanding and unexercised option to purchase Avedro Common Stock (whether vested or unvested) (an "Avedro Stock Option") was assumed by Glaukos and converted into an option (an "Assumed Stock Option") to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Stock Option is equal (rounded up to the nearest whole cent) to the exercise price per share of Avedro Common Stock applicable to such Avedro Stock Option immediately prior to the Effective Time divided by the Exchange Ratio. Otherwise, each Assumed Stock Option is subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding Avedro Stock Option immediately prior to the Effective Time. After the Effective Time, each Assumed Stock Option no longer represented the right to acquire Avedro Common Stock. • Each outstanding restricted stock unit issued byAvedro (an "Avedro RSU") (but excluding any Avedro RSU that vested prior to or as a result of the consummation of the Merger and settled in shares of Avedro Common Stock that converted into the right to receive shares of Glaukos Common Stock as a result of the Merger) was assumed by Glaukos (an "Assumed RSU") and . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated by reference in this Item 3.03.
In connection with the Merger, at the Effective Time, each outstanding share of
Avedro Common Stock was cancelled and converted into the right to receive shares
of Glaukos Common Stock (other than shares of Avedro Common Stock owned by
Glaukos, Merger Sub or
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
In connection with the Merger, at the Effective Time, a change of control of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In accordance with the terms of the Merger Agreement, at the Effective Time the
directors of Merger Sub immediately prior to the Effective Time, consisting of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
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Pursuant to the terms of the Merger Agreement, at the Effective Time,
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1 - To approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby (the "Merger proposal"):
Votes For Votes Against Abstentions Broker Non-Votes 13,924,787 18,966 7,150 0
Proposal 2 - To approve, on a non-binding, advisory basis, the compensation
payments that will or may be paid by
Votes For Votes Against Abstentions Broker Non-Votes 13,863,263 71,689 15,951 0
As there were sufficient votes to approve the Merger proposal, stockholder
action on a third proposal, to approve adjournments of the Special Meeting, if
necessary or appropriate, to solicit additional proxies if sufficient votes to
approve the Merger proposal have not been obtained by
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Number Description 2.1 Agreement and Plan of Merger, dated as ofAugust 7, 2019 , by and amongAvedro , Glaukos and Merger Sub (incorporated by reference to Exhibit 2.1 toAvedro's Current Report on Form 8-K filed with theSEC onAugust 7, 2019 ). 3.1 Amended and Restated Certificate of Incorporation ofAvedro . 3.2 Amended and Restated Bylaws ofAvedro . 99.1 Press release ofAvedro and Glaukos, dated as ofNovember 21, 2019 .
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