CYBEROPTICS CORPORATION Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above, at the Effective Time on the Closing Date, Parent completed its previously announced acquisition of the Company. As a result of the Merger, the Company became a wholly owned subsidiary of Parent.
At the Effective Time, each issued and outstanding share of common stock of
At the Effective Time, each stock option that was vested immediately prior to
the Effective Time and each stock option that was unvested immediately prior to
the Effective Time ("Unvested Stock Option") and was held by individuals who are
employees of
At the Effective Time, each Unvested Stock Option that was held by individuals
who remain employed by the surviving corporation and its subsidiaries or who
become employed by Parent or one of its subsidiaries, in each case, as of the
Effective Time, was converted into an option to acquire a number of Parent
shares of common stock equal to the product of (i) the number of shares of the
Company's Common Stock subject to the option multiplied by (ii) a fraction, or
equity exchange ratio, the numerator of which is the Merger Consideration and
the denominator of which is the average of the volume weighted average price of
a share of Parent common stock on
At the Effective Time, each restricted stock unit of
At the Effective Time, each outstanding unvested restricted stock award of
The foregoing description of the Merger Agreement and transactions contemplated thereby is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, the terms of which are incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, the Company notified Nasdaq that the Merger had been
completed, and requested that Nasdaq suspend trading of the Common Stock on
Nasdaq and remove the Common Stock from listing on Nasdaq, in each case, at the
close of business on the Closing Date. The Company also requested that Nasdaq
file with the
Following the effectiveness of the Form 25, the Company intends to file with the
The information set forth in the Introductory Note above and in Item 2.01 is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note above and in Item 2.01 and Item 3.01 is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Directors
Pursuant to the Merger Agreement, effective at the Effective Time, each of
Executive Officers
Pursuant to the Merger Agreement, effective at the Effective Time, each of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Certificate of Incorporation
At the Effective Time, the Articles of Incorporation of the Company were amended and restated as set forth in the Articles of Incorporation that are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Bylaws
Immediately after the Effective Time, the Bylaws of the Company were amended and restated as set forth in the Bylaws that are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Each of the proposals presented were approved by the shareholders entitled to vote at the Special Meeting. As a result of shareholder approval of the proposal to approve the Merger Agreement (Proposal 1), the Company did not utilize the discretionary authority granted by shareholder approval of the proposal to approve the adjournment of the Special Meeting (Proposal 3).
1. The proposal to adopt the Merger Agreement was approved based on the following votes: For 4,759,725 Against 24,583 Abstentions 2,676 Broker non-votes 0
2. The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger was approved based on the following votes:
For 3,955,587 Against 601,546 Abstentions 229,851 Broker non-votes 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, datedAugust 7, 2022 , amongCyberOptics Corporation , Nordson Corporation andMeta Merger Company (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K datedAugust 8, 2022 ). 3.1 Amended and Restated Articles of Incorporation ofCyberOptics Corporation . 3.2 Amended and Restated Bylaws ofCyberOptics Corporation . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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