Item 1.02 Termination of a Material Definitive Agreement.
As of the effective time of the Merger (the "Effective Time"), the Company's 2017 Stock Incentive Plan, 2011 Stock Incentive Plan and 2012 Employee Stock Purchase Plan were terminated.
Item 2.01 Completion of Acquisition or Disposition of Assets.
At the Effective Time, each share of the Company's common stock, par value
Immediately prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock granted under a stock plan of the Company (other than any option granted under the Company's stock purchase plan) (the "Company Options") became fully vested and was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to such cancelled Company Option multiplied by (ii) the excess, if any, of (a) the Merger Consideration over (b) the exercise price per share of Company Common Stock subject to such cancelled Company Option, without interest and less any required tax withholdings. Each Company Option with respect to which the exercise price per share of Company Common Stock subject thereto was equal or greater than the Merger Consideration was cancelled in exchange for no consideration.
Immediately prior to the Effective Time, each outstanding restricted stock unit award (including, for the avoidance of doubt, each such restricted stock unit that is subject to a deferral election) granted under a stock plan of the Company (the "Company RSU Awards") became fully vested (with each Company RSU Award that was subject to performance-based vesting conditions being deemed to be vested at the greater of (i) actual performance determined as of immediately prior to the Effective Time and (ii) target level) and was cancelled in exchange for an amount in cash equal to the product obtained by multiplying (x) the aggregate number of vested restricted stock units subject to such Company RSU Award by (y) the Merger Consideration, without interest and less any required tax withholdings.
The description of the Merger Agreement and the Merger 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 was filed
as Exhibit 2.1 to the Current Report on Form 8-K, filed by the Company with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, the Company notified the Nasdaq
Global Select Market (the "Nasdaq") on
Item 3.03 Material Modification to Rights of Security Holders.
Upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company (other than the rights of holders of Company Common Stock to receive the Merger Consideration).
To the extent required by Item 3.03 of Form 8-K, the information set forth in the Introductory Note, Item 2.01, Item 3.01, 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 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of the
Company occurred, and the
The information set forth above in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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 Merger, at the Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2 hereto, respectively, each of which are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongMTS Systems Corporation , Amphenol Corporation andMoon Merger Sub Corporation , datedDecember 8, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onDecember 9, 2020 ) Amended and Restated Articles of Incorporation ofMTS Systems 3.1 Corporation, datedApril 7, 2021 Amended and Restated Bylaws ofMTS Systems Corporation , dated 3.2April 7, 2021 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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