Item 1.02. Termination of a Material Definitive Agreement
On December 31, 2019 (the "Closing Date"), the Voting and Support Agreements,
dated August 28, 2019, by and among WSP Global Inc., a Canadian corporation
("Parent" or "WSP Global") and Marshall A. Heinberg, Michael C. Gross, Michael
El-Hillow, the Gerhard J. Neumaier Testamentary Trust, Frank B. Silvestro,
Ronald L. Frank, Gerald A. Strobel, Justin C. Jacobs and Mill Road Capital II,
L.P. terminated in accordance with their terms.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, WSP Global completed the previously announced acquisition
of Ecology and Environment Inc., a New York corporation (the "Company") pursuant
to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August
28, 2019, by and among the Company, Parent and Everest Acquisition Corp., a New
York corporation and indirect wholly owned subsidiary of Parent ("Merger Sub").
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), Merger Sub merged with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation (the "Surviving
Corporation") of the Merger and an indirect wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement and by virtue of the Merger, at the Effective
Time, each share of the Company's Class A common stock, $0.01 par value per
share, and Class B common stock, $0.01 par value per share (collectively, the
"Company Shares"), issued and outstanding immediately prior to the Effective
Time (other than shares (i) held by the Company (or held in the Company's
treasury), (ii) held by any wholly owned subsidiary of the Company, (iii) held
by Parent, Merger Sub or any other wholly owned subsidiary of Parent (together,
clauses (i)-(iii), the "Excluded Shares") or (iv) held by holders of Class B
common stock who made a proper demand for appraisal of the shares in accordance
with Section 623 of the New York Business Corporation Law) but including shares
that were, as of the Effective Time, unvested and subject to restrictions, was
converted into the right to receive $15.00 in cash (the "Per Share Merger
Consideration"), without interest and subject to any required tax withholding.
At the Effective Time, each restricted Company Share that was unvested and on
which restrictions had not yet lapsed immediately prior to the Effective Time
(i) automatically became fully vested and all restrictions applicable thereto
lapsed and (ii) was converted into the right to receive (A) the Per Share Merger
Consideration, less (B) any applicable withholding for taxes. Also, at the
Effective Time, each Excluded Share was canceled and retired and ceased to
exist, and no consideration was delivered in exchange therefor, and each share
of common stock, $0.01 par value per share, of Merger Sub outstanding
immediately prior to the Effective Time was converted into one share of common
stock of the Surviving Corporation, such that as a result of such transactions,
immediately following the Effective Time, all shares of common stock of the
Surviving Corporation outstanding are held indirectly by Parent.
In addition, pursuant to the Merger Agreement, on December 22, 2019, the board
of directors of the Company (the "Board") declared a one-time, special dividend
in the amount of $0.50 in cash per share (the "Special Dividend"), contingent on
the consummation of the Merger and payable to the record holders of Company
Shares as of the close of business on the last business day prior to the
Effective Time (the "Special Dividend Record Date"), including any shares that
are then unvested and subject to restrictions. The Special Dividend will be
paid three business days following the Closing Date (the "Special Dividend
Payment Date").
The description of the Merger Agreement contained in this Item 2.01 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 is filed as Exhibit
. . .
Item 3.01. Notice of Delisting of Failure to Satisfy Continued Listing Rule or
Standard; Transfer of Listing
To the extent required by Item 3.01 of Form 8-K, the information under Item 2.01
of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, the Company will no longer satisfy the listing
requirements of the NASDAQ Global Select Market. On December 31, 2019, in
connection with the completion of the Merger, the Company notified The NASDAQ
Stock Market LLC ("NASDAQ") that the Merger had been consummated and requested
that (i) the trading of the Company's Class A common stock on NASDAQ be
suspended immediately following the close of trading on December 31, 2019 and
(ii) the listing of the Company's Class A common stock on NASDAQ be withdrawn.
In addition, the Company requested that NASDAQ file with the SEC a notification
on Form 25 to delist the Company's Class A common stock from NASDAQ and to
deregister the Company's Class A common stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
intends to file with the SEC a Form 15 under the Exchange Act to request that
the Company's Class A common stock be deregistered and that the Company's
reporting obligations under Sections 13(a) and 15(d) of the Exchange Act be
terminated.
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Item 3.03. Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information under Items
2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by
reference.
At the Effective Time, all Company Shares outstanding immediately prior to the
Effective Time were automatically canceled and retired and ceased to exist, and
all holders of Company Shares immediately prior to the Effective Time ceased to
have any rights as shareholders in the Company (other than (i) their right to
receive the Per Share Merger Consideration pursuant to the Merger Agreement and
(ii) the right of record holders of Company Shares on the Special Dividend
Record Date to receive the Special Dividend on the Special Dividend Payment Date
pursuant to the Merger Agreement).
Item 5.01. Changes in Control of Registrant
To the extent required by Item 5.01 of Form 8-K, the information under Item 2.01
of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, a change of control of the Company occurred, and the
Company is now an indirect wholly owned subsidiary of Parent. To the knowledge
of the Company, except as set forth herein, there are no arrangements, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a further change in control of the Company.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
To the extent required by Item 5.02 of Form 8-K, the information under Item 2.01
of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger and pursuant to the Merger Agreement, (i) all
directors of the Company prior to the Effective Time, including Marshall A.
Heinberg, Frank B. Silvestro, Ronald L. Frank, Michael C. Gross. Justin C.
Jacobs and Michael El-Hillow, and (ii) all officers of the Company prior to the
Effective Time, including Mr. Heinberg, Executive Chairman, Todd M. Musterait,
President of United States Operations, and Peter F. Sorci, acting Chief
Financial Officer, resigned or otherwise were removed from and ceased serving in
such positions as of the Effective Time.
Immediately following the Merger, the sole shareholder of the Company designated
the size of the Board as three members and elected Lewis P. Cornell, W. Stephen
Dale and Patrick T. Sheridan as directors effective immediately following the
Effective Time. The Board then appointed the following persons as officers of
the Company effective immediately following the Effective Time:
• Lewis P. Cornell - President
• Patrick T. Sheridan - Senior Vice President and Treasurer
• W. Stephen Dale - Secretary
Mr. Cornell, age 50, also serves as President and Chief Executive Officer of WSP
USA Holdings Inc., an affiliate of the Company ("WSP USA"), and has held that
position since October 2019. Previously, from November 2014 to October 2019, he
served in increasingly responsible positions at Jacobs Engineering Group Inc.
and left his role as Senior Vice President, West Region Director (BIA) to join
WSP USA. This role encompassed a geography that spanned the western United
States, including Alaska and Hawaii.
Mr. Sheridan, age 59, also serves as Chief Financial Officer of WSP USA since
2015, and previously held a series of increasingly responsible positions at WSP
USA.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
To the extent required by Item 5.03 of Form 8-K, the information under Item 2.01
of this Current Report on Form 8-K is incorporated herein by reference.
On December 31, 2019, in accordance with the Merger Agreement and following the
Effective Time, the Company filed a certificate of amendment to the certificate
of incorporation with the New York Department of State. Also on December 31,
2019, in accordance with the Merger Agreement, the bylaws of the Company were
amended and restated as of the Effective Time to conform to the bylaws of Merger
Sub as in effect immediately prior to the Effective Time. The descriptions
contained in this Item 5.03 do not purport to be complete and are subject to and
qualified in their entirety by reference to the full text of the certificate of
amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by
reference, and the amended and restated bylaws, which are attached hereto as
Exhibit 3.2 and are incorporated herein by reference.
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Item 8.01. Other Events.
On December 31, 2019, the Company issued a press release announcing the
completion of Parent's acquisition of the Company, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
3.1 Certificate of Amendment of Certificate of Incorporation of the
Company, dated December 31, 2019.
3.2 Amended and Restated Bylaws of the Company, dated December 31, 2019.
99.1 Press Release, dated December 31, 2019.
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