Item 1.02 Termination of Material Definitive Agreement.
The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
On
Additionally, at the Effective Time, the outstanding warrant to purchase 314,286
shares of Common Stock issued by the Company to
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, Merger Sub commenced the Offer on
The Offer and related withdrawal rights expired as scheduled at one minute after
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Following consummation of the Offer, the remaining conditions to the Merger set
forth in the Merger Agreement were satisfied, and on
Pursuant to the Merger Agreement, at the Effective Time:
? each outstanding Company stock option, whether or not then exercisable or vested, was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the excess, if any, of the Merger Consideration over the per share exercise price applicable to such Company stock option, multiplied by the total number of shares subject to such Company stock option, ? each outstanding award of restricted stock, restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the Effective Time and was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the Merger Consideration, multiplied by the number of shares of Common Stock subject to such award, and ? the unearned portion of each outstanding performance stock unit award, including the portion of each outstanding performance stock unit award relating to a 2023 performance period, was canceled.
The foregoing description of the Merger Agreement is not complete and is
qualified in its entirety by reference to 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
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01, and Item 5.03 are incorporated herein by reference.
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Item 5.01 Changes in Control of Registrant.
The disclosures under the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference.
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became 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 disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
In connection with the consummation of the Merger and effective as of the
Effective Time, each of
Pursuant to the Merger Agreement, as of the Effective Time, the directors of
Merger Sub immediately prior to the Effective Time became the directors of the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's articles of incorporation, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Articles of Incorporation"). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Amended and Restated Bylaws").
Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedDecember 17, 2022 , by and amongEnghouse Interactive, Inc. ,Cosmos Merger Sub, Inc. , andQumu Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onDecember 19, 2022 ). 3.1 Amended and Restated Articles of Incorporation ofQumu Corporation datedFebruary 8, 2023 . 3.2 Amended and Restated Bylaws ofQumu Corporation datedFebruary 8, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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