Item 1.02. Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, all outstanding obligations in
respect of principal, interest and fees under that certain Credit Agreement,
dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, no par value, of the Company ("common stock" or "Company common stock")
issued and outstanding immediately prior to the Effective Time (other than
shares (i) owned by the Company, Parent or either of their respective direct or
indirect wholly owned subsidiaries and (ii) held by any holder who did not vote
in favor of the Merger and who is entitled to demand and has demanded and
properly exercised dissenters' rights under
Also at the Effective time, (i) each outstanding Company restricted stock unit award as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into right to receive a cash payment, without interest, equal to the Per Share Price multiplied by the number of shares subject to such restricted stock unit award, (ii) each outstanding Company performance-based restricted stock unit award as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to the Per Share Price multiplied by the number of shares subject to such performance-based restricted stock unit award, assuming target performance, (iii) each outstanding Company stock appreciation right award as of immediately prior to the Effective Time, whether vested or unvested, for which the exercise price per share is less than the Per Share Price, was cancelled and converted into the right to receive a cash payment, without interest, equal to the Per Share Price less the applicable exercise price per share covered by such stock appreciation right award, (iv) each outstanding Company stock option as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and, with respect to such options for which the exercise price per share was less than the Per Share Price, converted into the right to receive cash payment, without interest, equal to the Per Share Price less the applicable exercise price per share with respect to such stock option multiplied by the number of shares covered by such stock option, (v) each Company restricted stock award outstanding immediately prior to the Effective Time, whether vested or unvested, vested in full and was converted into the right to receive a cash payment, without interest, equal to the Per Share Price multiplied by the number of shares of Company restricted stock subject to such restricted stock award, and (vi) the Company Deferred Compensation Plan for Non-Employee Directors (the "Directors Plan") was terminated and the deferral account of each director participating in the Directors Plan was distributed to each such director, including each share of Company common stock otherwise distributable under the Directors Plan, each of which was valued based on the Per Share Price. Notwithstanding the foregoing, with respect to any Company Options that had an exercise price equal to or greater than the Per Share Price, such Company Options were cancelled without any cash payment being made in respect thereof.
On
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The information set forth under Item 2.01 is incorporated herein by reference.
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In connection with the closing of the Merger, the Company notified The Nasdaq
Global Select Market (the "Nasdaq") on
Trading of the Company common stock on the Nasdaq was suspended effective as of
the close of business on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 is incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Company common stock (except as described in Item 2.01 hereof) was converted into the right to receive the Per Share Price. At the Effective Time, each holder of Company common stock immediately prior to such time ceased to have any rights as a shareholder of the Company other than the right to receive the Per Share Price.
Item 5.01. Changes in Control of Registrant.
The information set forth under Item 2.01 is incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred. Merger
Sub merged with and into the Company, with the Company surviving the Merger as a
wholly owned subsidiary of Parent. The total amount of consideration payable to
the Company's shareholders in connection with the Merger was approximately
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 under Item 2.01 is incorporated herein by reference.
On
From and after the Effective Time, until their respective successors are duly
elected or appointed and qualified or their earlier death, resignation or
removal, in each case as provided in the organizational documents of the
As of the Effective Time,
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In accordance with the terms of the Merger Agreement, at the Effective Time, the
Company's Amended and Restated Articles of Incorporation, as in effect prior to
the Effective Time, were amended and restated in their entirety to read
substantially identically to the articles of incorporation of Merger Sub as in
effect immediately prior to the Effective Time, and such Amended and Restated
Articles of Incorporation, as amended, became the articles of incorporation of
the
The articles of incorporation and bylaws of the
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth under Item 2.01 is incorporated herein by reference.
On
As of the close of business on
At the Special Meeting, the proposals described below were considered, each of
which is further described in the Company's definitive proxy statement filed
with the
The final voting results for each proposal are set forth below.
1. Proposal to consider and vote to adopt the Merger Agreement: For Against Abstain Broker Non-Votes 17,734,073 81,201 1,626 -
2. Proposal to consider and vote to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the Special Meeting:
For Against Abstain Broker Non-Votes 17,506,899 299,057 10,944 -
3. Proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the Company's named executive officers in connection with the Merger:
For Against Abstain Broker Non-Votes 17,288,503 227,573 300,824 -
No other business properly came before the Special Meeting.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Articles of Incorporation ofPRGX Global, Inc. 3.2 Bylaws ofPRGX Global, Inc. 99.1 Press release, datedMarch 4, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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