Item 1.02. Termination of Material Definitive Agreement.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introduction of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of common stock of the Company, without par
value per share ("Company Common Stock"), issued and outstanding immediately
prior to the Effective Time (other than shares of Company Common Stock (i) that
were held in the treasury of the Company, (ii) owned of record by the Company,
(iii) owned of record by Parent, Sub or any of their respective subsidiaries
(other than, in each case of clauses (i) through (iii), shares held on behalf of
a third party), (iv) that were beneficially held or owned of record by any
subsidiary of the Company and (v) held by stockholders who had not voted in
favor of, or consented to the adoption of, the Merger Agreement and who had
properly demanded appraisal of such shares and complied in all respects with all
the provisions of the Delaware General Corporation Law concerning the right of
holders of shares to request appraisal of their shares) was cancelled and
automatically converted into the right to receive
Immediately prior to the Effective Time, each outstanding award of restricted stock units ("RSUs") with respect to Company Common Stock (each such award, an "RSU Award"), including each award of performance-based RSUs, was fully vested and cancelled, and each holder of a cancelled RSU Award was entitled to receive a payment in cash, without interest, equal to the product of (i) the number of RSUs subject to such RSU Award multiplied by (ii) the Merger Consideration (the "RSU Payments"), less any required tax withholding in accordance with the terms of the Merger Agreement. For purposes of calculating the RSU Payments with respect to an RSU Award that was subject to performance-based vesting conditions, the number of RSUs deemed to have been earned was equal to the target number of RSUs subject to such RSU Award multiplied by the greater of (x) 100% and (y) the total stockholder return multiplier applicable to such RSU Award (up to a maximum of 125% of the target number of RSUs), calculated as of the closing date of the Merger (the "Closing Date") and using the Closing Date as the applicable measurement date, in each case in accordance with the applicable terms of such RSU Award in effect immediately prior to the Effective Time.
Immediately prior to the Effective Time, each issued and outstanding share of Company Common Stock that had been issued as restricted stock (each share, a "Restricted Share") was fully vested and cancelled, and each holder of a cancelled Restricted Share was entitled to receive a payment in cash, without interest, equal to the Merger Consideration, less any required tax withholding in accordance with the terms of the Merger Agreement.
The definitive proxy statement of the Company, filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
The Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introduction, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of Company Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's shares of Company Common Stock), and, accordingly, no longer has any interest in the Company's future earnings or growth.
Item 5.01. Changes in Control of Registrant.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Merger, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent. Parent funded the acquisition through a combination of debt, equity and preferred equity financing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Directors
Immediately prior to and contingent upon the Effective Time, in connection with
the consummation of the Merger and in accordance with the Merger Agreement, each
member of the Company's board of directors resigned from and ceased serving on
the Company's board of directors and any and all committees thereof. No director
resigned as a result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices. The members of the Company's
board of directors immediately prior to the Effective Time were
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the directors of Sub immediately prior to the
Effective Time,
Employee Stock Purchase Plans; Equity Incentive Plans
In accordance with the terms of the Merger Agreement, (i) as of the Effective Time, the Company's Amended and Restated 2015 Incentive Award Plan was terminated and (ii) immediately prior to and effective as of the Effective Time, the Company's Employee Stock Purchase Plan was terminated.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 7.01. Regulation FD Disclosure
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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 ofFebruary 7, 2021 , by and amongAtlas CC Acquisition Corp. ,Atlas Merger Sub Inc. andCubic Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 9, 2021 ). 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofMarch 30, 2021 , by and amongAtlas CC Acquisition Corp. ,Atlas Merger Sub Inc. andCubic Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSEC onApril 1, 2021 ). 3.1 Third Amended and Restated Certificate of Incorporation of the Company (filed herewith). 3.2 Bylaws of the Company (filed herewith). 99.1* Press Release, datedMay 25, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
* Furnished herewith.
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