Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, the Company terminated the
Loan and Security Agreement, dated
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
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 automatically cancelled and converted into the right to receive the Merger Consideration less the exercise price for each underlying Share. Each outstanding and unexercised stock option with an exercise price per Share equal to or greater than the Merger Consideration was cancelled, without payment of any consideration payable therefor, and has no further force or effect.
Each performance-based restricted stock unit of the Company that was outstanding immediately prior to the Effective Time and unvested became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Each time-based restricted stock unit of the Company ("RSU") that was outstanding immediately prior to the Effective Time and would vest within 12 months following the Effective Time became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Fifty percent (50%) of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time (i.e., those that would not vest within 12 months following the Effective Time) became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share, and the other 50% of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive cash-based awards that pay out in accordance with the vesting schedules that applied to the time-based RSUs that they replaced.
Each Class A exchangeable share of each of 1176363
Each warrant to purchase Shares that was unexercised and outstanding immediately
prior to the Effective Time automatically ceased to represent a warrant to
purchase Shares and converted into the right by the holder of such warrant upon
any subsequent exercise to receive the Merger Consideration, provided that the
holder of such warrant that properly exercises it by
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
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
The officers of the Company immediately prior to the Effective Time continue to serve as officers of the Company (as the surviving corporation).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety, and such amended and restated bylaws became the bylaws of the Company (as the surviving corporation). The amended and restated bylaws of the Company are identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to the name of Merger Sub therein were changed to refer to the name of the Company. A copy of the amended and restated bylaws of the Company (as the surviving corporation) is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
2 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, datedApril 28, 2022 , by and amongGTY Technology Holdings Inc. ,GI Georgia Midco, Inc. andGI Georgia Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onApril 29, 2022 ) 3.1 Amended and Restated Bylaws ofGTY Technology Holdings Inc. 99.1 Joint press release issued byGTY Technology Holdings Inc. and GI Partners datedJuly 7, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL Document)
† Certain schedules to this exhibit have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant hereby agrees to furnish a copy of any
omitted schedules to the
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