Item 1.02 Termination of a Material Definitive Agreement.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 1.02.
On
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby incorporated by reference into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions
contemplated by the Merger Agreement 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 CMC's Form 8-K, filed with
the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The description contained under the Introductory Note, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger, on
Additionally, Entegris, as successor to CMC, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of CMC Common Stock under Section 12(g) of the Exchange Act and the suspension of CMC's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.
Item 3.03. Material Modification of Rights of Security Holders.
The description contained under the Introductory Note, 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.
In connection with the Merger and at the Effective Time, holders of CMC Common Stock immediately prior to such time ceased to have any rights as stockholders in CMC (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01. Change in Control of Registrant.
The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Pursuant to the Merger Agreement, at the Effective Time, Merger Sub was merged with and into CMC, with CMC continuing as the surviving corporation and becoming a wholly owned subsidiary of Entegris.
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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, each of
Immediately following the Effective Time and in accordance with the Merger
Agreement and CMC's Certificate of Incorporation and bylaws, the following
directors were appointed to the Board:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, CMC's certificate of incorporation and bylaws were amended and restated in their entirety. The Third Amended and Restated Certificate of Incorporation and Fifth Amended and Restated Bylaws of CMC are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofDecember 14, 2021 , by and amongCMC Materials, Inc. , Entegris, Inc. andYosemite Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to CMC's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onDecember 16, 2021 ). 3.1 Third Amended and Restated Certificate of Incorporation ofCMC Materials, Inc. 3.2 Fifth Amended and Restated Bylaws ofCMC Materials, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
registrant hereby undertakes to furnish supplementally copies of any of the
omitted schedules upon request by the Commission.
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