Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 10, 2021, the Merger was consummated and, in accordance with the
Merger Agreement, each share of Company common stock (the "Common Stock" and
each a "Share") issued and outstanding as of February 10, 2021 other than Shares
held in the treasury of the Company, owned by any subsidiary of the Company, the
Merger Sub, the Parent or any other subsidiary of the Parent immediately prior
to the effective time of the Merger (the "Effective Time") (all of which were
canceled) and Shares held by holders who have properly exercised and perfected
appraisal rights under Delaware law) was automatically converted into the right
to receive $9.50 in cash, without interest and subject to deduction for any
required withholding tax (the "Merger Consideration"). Each unexercised Company
stock option that was outstanding immediately prior to the Effective Time with
an exercise price per share less than the Merger Consideration was vested in
full, canceled and converted into the right to receive the excess of the Merger
Consideration over the exercise price per share of such stock option. Each
outstanding and unexercised stock option with an exercise price per share equal
to or greater than the Merger Consideration was canceled, without any
consideration being payable in respect thereof, and has no further force or
effect. Each Company restricted stock unit that was outstanding immediately
prior to the Effective Time was vested in full, automatically canceled and
converted into the right to receive the Merger Consideration (with exceptions
for certain of such units granted in 2020 that were converted into the right to
receive cash equal to the Merger Consideration subject to the service and
vesting terms underlying such units). Each restricted stock award that was
outstanding immediately prior to the Effective Time was vested in full,
automatically canceled and converted into the right to receive the Merger
Consideration.
The aggregate consideration paid by the Parent in the Merger was approximately
$3 billion, excluding related transaction fees and expenses. The Parent funded
the payment of the aggregate consideration through a combination of cash made
available to the Parent by cash equity contributions from funds managed by
Clearlake and debt financing.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
November 2, 2020 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the Merger, the Company notified the Nasdaq Global Select
Market ("Nasdaq") on February 10, 2021 of the consummation of the Merger.
Trading in the Common Stock will be suspended prior to the open of trading on
February 11, 2021. The Company also requested that Nasdaq file with the SEC an
application on Form 25 to delist and deregister the 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 requesting the
deregistration of the Common Stock under Section 12(g) of the Exchange Act and
the suspension of the Company's reporting obligations under Section 13 and
Section 15(d) of the Exchange Act.
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01
and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03
of this Current Report on Form 8-K 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.
In connection with the consummation of the Merger, each of Jeffrey H. Fox, James
C. Neary, Andrea J. Ayers, Dale Crandall, Joseph P. DiSabato, Tomas Gorny, Peter
J. Perrone, Chandler J. Reedy, Justin L. Sadrian and Alexi A. Wellman resigned
as directors of the Board of Directors of the Company (the "Company Board") and
from all committees of the Company Board on which such directors served,
effective as of the Effective Time. At the Effective Time and by operation of
the Merger Agreement, the sole director of the Merger Sub immediately prior to
the Effective Time, Behdad Eghbali, became the sole director of the Company (as
the surviving corporation). Effective immediately following completion of the
Merger, all of the incumbent officers of the Company, as of immediately prior to
the effectiveness of the Merger, were removed as officers of the Company. In
addition, the following persons were appointed as officers of the Company:
Behdad Eghbali (President), Pedro Urrutia (Vice President of Finance) and Mehdi
Khodadad (Secretary).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time and as a result of the
Merger, the certificate of incorporation and by-laws of the Company, as in
effect immediately prior to the Effective Time, were each amended and restated
in their entirety, and such amended and restated certificate of incorporation
and amended and restated by-laws became the certificate of incorporation and
bylaws, respectively, of the Company (as the surviving corporation). The amended
and restated bylaws of the Company are identical to the bylaws of the Merger Sub
as in effect immediately prior to the Effective Time, except that all references
to the name of the Merger Sub therein were changed to refer to the name of the
Company. A copy of the amended and restated certificate of incorporation and a
copy of the amended and restated bylaws of the Company (as the surviving
corporation) 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
See the Exhibit Index attached to this Current Report on Form 8-K, which is
incorporated herein by reference.
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