Item 1.02. Termination of a Material Definitive Agreement.
Effective as of
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 2.01. Completion of Acquisition or Disposition of Assets.
At one minute after 11:59 p.m,
As of the Expiration Time, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the Expiration Time, Merger Sub irrevocably accepted for payment, and will promptly pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Time.
On
At the effective time of the Merger (the "Effective Time"), each Share that is issued and outstanding (other than Shares held by the Company as treasury stock and Company stockholders who have (i) neither voted in favor of the adoption of the Merger Agreement nor consented thereto in writing and (ii) properly and validly exercised and perfected their respective statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL) was canceled and converted into the right to receive cash in an amount equal to the Offer Price (the "Merger Consideration"), without interest thereon, subject to any required withholding of taxes. -------------------------------------------------------------------------------- Each option to purchase Shares (the "Company Options") outstanding immediately prior to the Effective Time, whether or not vested, was canceled at the Effective Time and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the Merger Consideration (less the exercise price per share attributable to such Company Option) by (ii) the total number of Shares issuable upon exercise in full of such Company Option (the "Option Consideration"). The payment of the Option Consideration was subject to withholding for all required taxes. Each Share subject to any performance-vest, time-vest or other condition(s) that constitutes a "substantial risk of forfeiture" within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended (a "Company Restricted Stock"), outstanding immediately prior to the Effective Time became immediately vested and was canceled at the Effective Time and converted into the right of the holder to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the amount of the Merger Consideration by (ii) the total number of shares of Company Restricted Stock.
The aggregate consideration paid in the Offer and the Merger was approximately
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger described
in Item 2.01 of this Current Report on Form 8-K, which description is
incorporated by reference into this Item 3.01, the Company notified
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. --------------------------------------------------------------------------------
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of Merger Sub's acceptance for payment of all Shares that were
validly tendered and not properly withdrawn in accordance with the terms of the
Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL
on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, and effective as of the Effective
Time, each director of the Company immediately prior to the Effective Time,
Following the Merger and pursuant to the terms of the Merger Agreement, at the
Effective Time on
Other than as set forth above, the Company is not aware of any arrangements or understandings between the foregoing persons, on the one hand, and any other person, on the other hand, pursuant to which they were selected to their new positions with the Company. Other than as set forth above, the Company is not aware of any transaction in which the foregoing persons have an interest requiring disclosure under Item 404(a) of Regulation S-K.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Bylaws").
Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. --------------------------------------------------------------------------------
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 19, 2020 , by and among the Company, Parent, Merger Sub, and solely with respect to certain sections therein, the Borrowers (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onJuly 20, 2020 ) 3.1 Amended and Restated Certificate of Incorporation of the Company 3.2 Amended and Restated Bylaws of the Company 99.1 Press Release issued by Parent datedAugust 28, 2020 (incorporated by reference to Exhibit (a)(5)(E) to the Schedule TO filed with theSEC onAugust 28, 2020 )
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