Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note is incorporated by reference into this Item 1.02.
In connection with the completion of the Merger (as described further under Item
2.01), on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each outstanding share of Common Stock, par value
Pursuant to the Merger Agreement, at the Effective Time, (i) each vested
restricted stock award was converted into the right to receive the Merger
Consideration with respect to each share of NIC Common Stock subject to such
awards, less applicable withholding of taxes and other authorized deductions,
(ii) each outstanding unvested performance-based restricted stock award
automatically vested in full, in accordance with the terms of its award
agreement, and was converted into the right to receive the Merger Consideration
with respect to such number of shares of NIC Common Stock subject to such
awards, less applicable withholding of taxes and other authorized deductions,
and (iii) each outstanding unvested time-based restricted stock award was
assumed by Parent and converted into corresponding awards relating to Parent's
common stock under Parent's equity compensation plan on the same terms and
conditions, including with respect to vesting, except that the number of shares
of restricted Parent common stock shall equal the product (rounded to the
nearest whole share) of the number of shares of NIC Common Stock subject to the
assumed award multiplied by the Restricted Stock Conversion Ratio, which is
0.0769. The "Restricted Stock Conversion Ratio" means the quotient, rounded
(with simple rounding) to the fourth decimal place, obtained by dividing (i) the
Merger Consideration by (ii) the volume weighted average closing sale price of
one share of Parent common stock as reported on the NYSE for the ten consecutive
trading days ending on
In connection with the Merger, Parent paid approximately
The foregoing description of 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, a copy of which is filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the completion of the Merger, the
Company notified the Nasdaq Global Select Market ("Nasdaq") that each
outstanding share of NIC Common Stock (except as described in Item 2.01) was
converted into the right to receive the Merger Consideration pursuant to the
Merger Agreement as set forth under Item 2.01. Nasdaq halted trading of NIC
Common Stock [prior to the opening of Nasdaq on the Closing Date] and filed a
Notification of Removal from Listing and/or Registration on Form 25 with the
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of NIC Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such NIC Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.
Directors
In connection with the completion of the Merger, at the Effective Time, each of
the Company's directors immediately prior to the Effective Time (
Officers
With the completion of the acquisition, the Company's Chief Executive Officer
and board member
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The above-referenced description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.
In connection with the completion of the Merger, at the Effective Time, each of the Company's officers immediately prior to the Effective Time ceased to be officers of the Company, and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
At the Effective Time, the amended and restated bylaws of the Company, as amended to date, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On the Closing Date, the Company and Parent issued a joint press release announcing the completion of the Merger. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofFebruary 9, 2021 , by and amongNIC Inc. ,Topos Acquisition, Inc. and Tyler Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onFebruary 10, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofNIC Inc. 3.2 Amended and Restated Bylaws ofNIC Inc. 10.1 Separation of Employment Agreement, dated as ofApril 21, 2021 , by and between Tyler Technologies, Inc. and Harry H Herington. 99.1 Press Release, datedApril 21, 2021 .
* Schedules and similar attachments have been omitted pursuant to item 601(b)(2)
of Regulation S-K.
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