Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The foregoing is only a brief description of the Supplemental Indenture and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
The consummation of the Merger constitutes a Fundamental Change and Make-Whole
Fundamental Change (each as defined in the Indenture). As a result, a holder of
the Notes will be entitled to either (a) convert such holder's Notes for cash
(in an amount equal to
Alternatively, holders of Notes may continue to hold such notes without
converting or exercising their repurchase right, in which case such Notes will
continue to bear interest in accordance with the terms of the Indenture. Such
notes will only be convertible following the Fundamental Change Repurchase Date
under the specific conditions provided in the Indenture into an amount of cash
per
Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On
Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth under the "Introductory Note" and Item 5.03 hereof are incorporated herein by reference.
At the effective time of the Merger (the "Effective Time") and as a result of
the Merger, each share of common stock of the Company ("Company Stock")
outstanding immediately prior to the Effective Time was converted into the right
to receive
Furthermore, at the Effective Time and as a result of the Merger, each outstanding stock option was canceled, and the holder thereof was entitled to receive a cash payment equal to the difference between the Merger Consideration and the applicable exercise price. In addition, each outstanding restricted stock unit (whether subject to time-based or performance-based vesting) and share of restricted stock of the Company was vested (and in the case of (i) performance-based restricted stock units for which the performance period already ended, vested at "actual" performance and (ii) performance-based restricted stock units for which the performance period has not ended, vested at "target" performance) and converted into the right to receive the Merger Consideration.
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 full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K with the
Item 5.01 CHANGES IN CONTROL OF REGISTRANT
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The information set forth under the "Introductory Note" and Items 3.03 and 5.02 hereof are incorporated herein by reference.
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
In accordance with the terms of the Merger Agreement, and effective as of the
Effective Time, each of
Item 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the articles of incorporation and the bylaws of
the Company were amended and restated, effective
Item 8.01 other events
On
Also on
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 26, 2020 , among the Company, Parent and Merger Subsidiary (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onFebruary 27, 2020 ). 3.1 Amended and Restated Articles of Incorporation of the Surviving Corporation. 3.2 Amended and Restated Bylaws of theSurviving Corporation . 4.1 Supplemental Indenture. 99.1 Press Release of Parent, datedJuly 31, 2020 . Forward Looking Statements
In addition to historical information, this communication contains "forward-looking" statements including, but not limited to, the Company's management's expectations for the future. All statements other than statements of historical or current fact included in this communication that address activities, events, conditions or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. A variety of important factors could cause results
to differ materially from such statements. These factors are noted throughout
the Company's annual report on Form 10-K for the year ended
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