Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form 8-K (the "Introduction") is incorporated into this Item 2.01 by reference.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, on
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Items 2.01 and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
In connection with the Merger, the aggregate purchase price paid for all equity
securities of the Company was approximately
Parent has pledged shares of the Company in connection with the debt financing described above. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.
The foregoing description of the Merger Agreement and related transactions
(including, without limitation, the Merger) does not purport to be complete and
is subject, and qualified in its entirety by reference, to the full text of the
Merger Agreement, which is attached as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
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 consummation of the Merger and as contemplated by the
Merger Agreement (and not because of any disagreement with the Company), all of
the directors of the Company ceased to be directors of the Company, as of the
Effective Time. In accordance with the terms of the Merger Agreement, at the
Effective Time, the directors of Merger Sub became directors of the Company. At
the Effective Time, the Company's board of directors consisted of
The officers of the Company immediately prior to the Effective Time continued as officers of the Company following the Effective Time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (the "Bylaws"). Copies of the Amended and Restated Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Bylaws of the Company. 99.1 Press Release, datedJune 2, 2021 , issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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