DOMINION ENERGY MIDSTREAM PARTNERS LP Item 1.01. Entry into a Material Definitive Agreement.
As disclosed under the sections entitled "Proposal No. 1-The Business
Combination Proposal," "The Business Combination" and "The Merger Agreement"
beginning on pages 86, 180 and 206, respectively, of the proxy statement/consent
solicitation statement/prospectus (the "Proxy Statement/Consent Solicitation
Statement/Prospectus") and filed with the
On
Pursuant to the terms and subject to the conditions set forth in the Merger
Agreement, following the Special Meeting, on
Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above, on
Holders of 26,049 shares of Trine's Class A common stock sold in its initial
public offering (the "public shares") properly exercised their right to have
such shares redeemed for a full pro rata portion of the trust account holding
the proceeds from Trine's initial public offering, calculated as of two business
days prior to the consummation of the business combination, which was
approximately
As a result of the Business Combination, each share of Legacy Desktop Metal preferred stock and common stock was converted into the right to receive approximately 1.221218442 shares of the Company's Class A common stock.
Additionally, the shares of
Pursuant to subscription agreements entered into in connection with the Merger
Agreement (collectively, the "Subscription Agreements"), certain investors
agreed to subscribe for an aggregate of 27,497,500 newly-issued shares of
Class A common stock at a purchase price of
After giving effect to the Transactions, the redemption of public shares as
described above, and the consummation of the
The Company's Class A common stock and warrants commenced trading on the
As noted above, an aggregate of
Item 3.02. Unregistered Sales of
At the Closing, the Company consummated the
The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
Item 3.03. Material Modification to Rights of Security Holders
The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant
On
Marcum's report on the Company's financial statements as of
During the period from
During the year period from
The Company has provided Marcum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Marcum furnish the
Company with a letter addressed to the
Item 5.01. Changes in Control of the Registrant.
The information set forth above under Item 1.01 and Item 2.01 of this Report 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.
The information set forth above in the sections titled "Directors and Officers," "Executive Compensation," "Certain Relationships and Related Transactions" and "Indemnification of Directors and Officers" in Item 2.01 to this report is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Copies of the Charter Amendment, A&R Charter and the A&R Bylaws are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 to this report, respectively, and are incorporated herein by reference.
The material terms of each of the A&R Charter and the A&R Bylaws and the general
effect upon the rights of holders of the Company's capital stock are included in
the Proxy Statement/Consent Solicitation Statement/Prospectus under the sections
titled "Proposal No. 2-The Charter Amendment Proposal," "Proposal No. 3-The
Charter Approval Proposal," "Proposal No. 4-The Governance Proposal,"
"Comparison of Stockholders' Rights" and "Description of Capital Stock of the
Item 5.06 Change in Shell Company Status
As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement/Consent Solicitation Statement/Prospectus in the sections entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 86 thereof, which is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statement and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Legacy Desktop Metal for the
years ended
The unaudited condensed consolidated financial statements of Legacy Desktop
Metal for the nine months ended
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company
for the year ended
The unaudited pro forma condensed combined financial information of the Company
for the nine months ended
(d) Exhibits.
Incorporated by Reference
Exhibit
Number Description Form Exhibit Filing Date
2.1* Agreement and Plan of Merger, dated as of S-4 2.1 11/9/20Metal.
2.2 Amendment No. 1 to Agreement and Plan of S-4 2.2
Merger, dated as of
and among the Company, Sparrow Merger
3.1 Certificate of Amendment to the Amended and
Restated Certificate of Incorporation.
3.2 Second Amended and Restated Certificate of
Incorporation.
3.3 Amended and Restated By-Laws.
4.1 Specimen Class A Common Stock S-1 4.2 3/8/19
Certificate.
4.2 Specimen Warrant Certificate. S-1 4.3 3/8/19
4.3 Warrant Agreement, dated
and between the Company and Continental Stock
10.1 Confidentiality and Lockup Agreement, dated S-4 10.7
as of August 26, 2020 , by and among the
Company and the stockholder parties
identified therein.
Incorporated by Reference
Exhibit
Number Description Form Exhibit Filing Date
10.2 Amended and Restated Registration Rights S-4 10.8 9/15/20
Agreement, dated as of August 26, 2020 , by
and among the Company, certain equityholders
of the Company named therein and certain
equityholders of Legacy Desktop Metal named
therein.
10.3 Sponsor Agreement, dated as of
2020, by and among the Company, its officers
and directors, Legacy Desktop Metal and the
Sponsor.
10.4 Stockholders Agreement, dated as of S-4 10.10 9/15/20
and the Sponsor.
10.5 Form of Subscription Agreement. S-4 10.11 9/15/20 10.6 Form of Director and Officer S-4 10.13 10/15/20
Indemnification Agreement.
10.7 Restricted Stock Agreement, dated as of S-4 10.18
10.8 2020 Incentive Award Plan. S-4 10.19 11/9/20
10.9 Form of Stock Option Agreement under the S-4 10.20
2020 Incentive Award Plan.
10.10 Form of RSU Agreement under the 2020 S-4 10.21
Incentive Award Plan.
10.11 Form of Restricted Stock Agreement under S-4 10.22
the 2020 Incentive Award Plan.
10.12 Transition Service and Separation S-4 10.23 10/15/20
Agreement, dated
between Legacy Desktop Metal and Tuan
TranPham.
10.13
2018, by and between Legacy Desktop Metal and
Tuan TranPham.
10.14
2020, by and between Legacy Desktop Metal and
10.15
by and between Legacy Desktop Metal and Steve
Billow.
10.16 Northwest Park Office Lease, dated as of S-4 10.27
24 LLC and Legacy Desktop Metal.
10.17 Amendment to Northwest Park Office Lease, S-4 10.28
dated as of
Metal.
10.18
2020, by and between Legacy Desktop Metal and
10.19 Amendment to Stock Option Agreement, dated S-4 10.30
as of
10.20 Amendment to Stock Option Agreement, dated S-4 10.31
as of
Metal.
16.1 Letter from
21.1 Subsidiaries of the Company.
99.1 Press release dated
99.2 Unaudited condensed consolidated financial
statements of Legacy Desktop Metal for the
nine months ended
2019.
99.3 Unaudited pro forma condensed combined
financial information of the Company for the
nine months ended
99.4 Management's Discussion and Analysis of
Financial Condition and Results of Operations
of the Company for the nine months ended
September 30, 2020 .
* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a
copy of all omitted exhibits and schedules to the
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