Item 2.01. Completion of Acquisition or Disposition of Assets.
Agreement and Plan of Merger
As previously disclosed in the Current Report on Form 8-K filed by Care.com,
Inc. (the "Company") with the U.S. Securities and Exchange Commission (the
"SEC") on December 23, 2019, the Company entered into an Agreement and Plan of
Merger, dated as of December 20, 2019 (as amended, supplemented or otherwise
modified from time to time in accordance with its terms, the "Merger
Agreement"), with IAC/InterActiveCorp ("IAC") and Buzz Merger Sub Inc., a
wholly-owned subsidiary of IAC ("Merger Sub"). Pursuant to the Merger Agreement,
and upon the terms and subject to the conditions thereof, on January 13, 2020,
Merger Sub commenced a cash tender offer (the "Offer") to acquire (i) all
outstanding shares of common stock of the Company, par value $0.001 per share
(the "Common Shares"), at a price of $15.00 per Common Share (the "Common Share
Offer Price") and (ii) all outstanding shares of Series A Convertible Preferred
Stock of the Company, par value $0.001 per share (the "Preferred Shares," and
together with the Common Shares, the "Shares"), at (x) 150% of the Liquidation
Preference per Preferred Share, as specified in the Certificate of Designations
for the Preferred Shares (the "Certificate of Designations"), plus (y) Accrued
and Unpaid Dividends payable in respect of such Preferred Shares, as specified
in the Certificate of Designations, in the case of clauses (x) and (y),
calculated as of and including the expiration date of the Offer, pursuant to the
terms of the Certificate of Designations ((x) and (y), together, the "Preferred
Share Offer Price"), in each case, net to the holder in cash, without interest
and less any applicable withholding taxes. As of one minute after 11:59 p.m.,
Eastern Time, on February 10, 2020, when the Offer expired, approximately
26,256,871 Common Shares and 46,350 Preferred Shares were validly tendered and
not properly withdrawn in the Offer, representing approximately 81.3% of the
Company's outstanding Shares (on an as-converted basis), including 618,484
Common Shares tendered pursuant to guaranteed delivery procedures. Of the Common
Shares and Preferred Shares tendered in the Offer, 4,093,712 Common Shares and
46,350 Preferred Shares (representing 5,360,825 Common Shares on an as-converted
basis) were tendered pursuant to the support agreements between IAC and each of
(i) Sheila Lirio Marcelo, the Founder, Chairwoman of the Company's board of
directors and Chief Executive Officer of the Company, and The Sheila L. Marcelo
2012 Family Trust, (ii) CapitalG LP and (iii) Tenzing Global Management LLC and
Tenzing Global Investors Fund I LP. The number of Common Shares tendered
pursuant to the support agreements reflects adjustments to the Common Shares
held by Ms. Marcelo as reported in the Form 4/A filed by Ms. Marcelo with the
SEC on February 6, 2020. With all conditions to the Offer satisfied or waived,
on February 11, 2020, Merger Sub accepted for purchase all Shares that were
validly tendered pursuant to the Offer and not properly withdrawn.
Following completion of the Offer, on February 11, 2020, Merger Sub merged with
and into the Company pursuant to Section 251(h) of the General Corporation Law
of the State of Delaware and without any stockholder vote, with the Company
surviving the Merger as a wholly-owned subsidiary of IAC (the "Merger"),
pursuant to the Merger Agreement. The Merger became effective on February 11,
2020, following the filing of the certificate of merger with the Secretary of
State of the State of Delaware.
Effective as of five business days prior to, and conditional upon the occurrence
of, the effective time of the Merger (the "Effective Time"), each holder of a
Company Option (as defined herein) that qualified as an incentive stock option
within the meaning of Section 422(b) of the United States Internal Revenue Code
of 1986, as amended, was entitled to exercise such Company Option in full by
providing the Company with a notice of exercise and full payment of the
applicable exercise price in accordance with and subject to the terms of the
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Offer and the Merger, on February 11,
2020, at the Company's request, The New York Stock Exchange (the "NYSE") filed
with the SEC a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on Form 25 to effect the delisting of the Common Shares from the NYSE.
The Common Shares, which previously traded under the symbol "CRCM," ceased to be
traded on the NYSE prior to the opening of trading on February 11, 2020. In
addition, the Company intends to file with the SEC a Certification and Notice of
Termination of Registration on Form 15 under the Exchange Act requesting that
the Common Shares be deregistered and that the Company's reporting obligations
under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the disclosure contained in
Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current
Report on Form 8-K is incorporated herein by reference. At the Effective Time,
holders of Common Shares and/or Preferred Shares immediately prior to such time
ceased to have any rights as stockholders of the Company (other than their right
to receive the Common Share Offer Price and/or the Preferred Share Offer Price,
as applicable, for each Share held pursuant to the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
At the Effective Time, the Company became a wholly-owned subsidiary of IAC. As a
result, a change of control of the Company occurred. The information contained
in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, on February 11, 2020,
the members of the board of directors of the Company prior to the Effective Time
ceased to be members of the board of directors of the Company, and the board of
directors of Merger Sub, consisting of Glenn H. Schiffman and Gregg Winiarski,
became the board of directors of the Company.
Pursuant to the letter agreement, dated February 3, 2020, by and among the
Company, IAC and Sheila Lirio Marcelo, which was previously disclosed by the
Company in the Schedule 14D-9/A filed by the Company with the SEC on February 3,
2020 and filed as Exhibit (e)(13) thereto, as of the consummation of the
transactions contemplated by the Merger Agreement, on February 11, 2020, Ms.
Marcelo's resignation as the Company's President and Chief Executive Officer and
the termination of her employment with the Company became effective. On February
11, 2020, the Company's board of directors appointed Timothy Allen as the Chief
Executive Officer of the Company.
Information concerning the Company's new directors and Mr. Allen has been
previously disclosed in the Tender Offer Statement on Schedule TO, filed with
the SEC by IAC and Merger Sub on January 13, 2020 , together with the exhibits
and annexes thereto and as amended or supplemented, and is incorporated by
reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, as of the Effective Time, the restated
certificate of incorporation of the Company was amended and restated in its
entirety to be in the form attached to the Merger Agreement, the text of which
amended and restated certificate of incorporation is filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Pursuant to the Merger Agreement, as of the Effective Time, the amended and
restated bylaws of the Company were amended and restated in their entirety to be
in the form attached to the Merger Agreement, the text of which second amended
and restated bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibit Number Exhibit Title or Description
2.1 Agreement and Plan of Merger by and among IAC/InterActiveCorp,
Buzz Merger Sub Inc. and Care.com, Inc., dated as of December 20,
2019 (incorporated by reference to Exhibit (d)(1) to the Schedule TO
filed by IAC/InterActiveCorp and Buzz Merger Sub Inc. on January 13,
2020)
Amended and Restated Certificate of Incorporation of Care.com,
3.1 Inc.
3.2 Second Amended and Restated Bylaws of Care.com, Inc.© Edgar Online, source Glimpses
CARE.COM, INC. 
