Item 1.02. Termination of a Material Definitive Agreement
The information set forth in Item 2.01 is incorporated by reference into this Item 1.02.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed with the
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Effective immediately prior to the Effective Time, subject to the terms and conditions of the Merger Agreement: (i) each outstanding and unexercised option to purchase Shares (a "Stock Option") granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to the Stock Option multiplied by (y) the excess, if any, of the Merger Consideration per Share over the exercise price per Share of such Stock Option, (ii) each outstanding award of restricted stock units ("Restricted Stock Units") granted under the Company Stock Plan became immediately vested and was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share, and (iii) each outstanding award of performance share units ("Performance Share Units") granted under the Company Stock Plan became immediately vested at the target level of performance, and each such Performance Share Unit was cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the target number of Shares subject to such Performance Share Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share.
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 is included as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference to this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified
representatives of
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 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.
As a result of the Merger, a change of control of the Company occurred and the
Company became a direct wholly owned subsidiary of Parent. The Merger
Consideration, and the amounts described above with respect to applicable Stock
Options, Restricted Stock Units and Performance Share Units, resulted in an
aggregate amount payable (net of acquired cash and without giving effect to
Parent's related transaction fees and expenses) of approximately
The information set forth in Item 2.01, Item 3.01, and Item 3.03 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 Arrangement of Certain Officers.
Pursuant to the terms of the Merger Agreement, at the Effective Time, all of the
members of the Company's board of directors (which consisted of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Merger Agreement, on
In connection with the Merger Agreement, on
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibits Exhibit 2.1 Agreement and Plan of Merger, dated as ofSeptember 27, 2020 by and amongPerceptron, Inc. ,Atlas Copco North America LLC andOdyssey Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSecurities and Exchange Commission onSeptember 28, 2020 ). Exhibit 3.1 First Amended and Restated Articles of Incorporation ofPerceptron, Inc. Exhibit 3.2 First Amended and Restated Bylaws ofPerceptron, Inc. Exhibit 99.1 Press Release, datedDecember 21, 2020 , announcing the closing of the Merger Agreement.
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