Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
As a result of the Merger, except as otherwise provided in the Merger Agreement,
each share of common stock, par value
Pursuant to the Merger Agreement, at the Effective Time:
•each Company stock option, whether or not vested, automatically and without any required action on the part of the holder thereof, vested (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Company stock option) was cancelled and, if the exercise price per share was less than the Merger Consideration, was converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares of Common Stock underlying such option; if the exercise price per share was equal to or greater than the Merger Consideration, such option if not exercised was cancelled without any cash payment or other consideration being made in respect thereof;
•each then-outstanding Company restricted stock unit ("RSU") was automatically and without any required action on the part of the holder thereof, assumed by Parent and converted into the right to receive an amount of cash, without interest, equal to the product of (i) the total number of shares of Common Stock underlying such RSU, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such RSU (the "RSU Consideration"), and each converted RSU held by an individual who was expected to be a continuing employee continued to be subject to substantially the same terms and conditions as were applicable to such RSU immediately before the Merger, including payment terms and remaining vesting conditions, but with vesting terms adjusted for any right to accelerated vesting that may apply after the Effective Time under the terms of any Company equity plan, equity award agreement, or Company severance plan currently in effect that was applicable;
•each then-outstanding Company performance stock unit ("PSU") was automatically and without any required action on the part of the holder thereof, assumed by Parent and converted into the right to receive an amount of cash, without interest, equal to the product of (i) the total number of shares of Common Stock earned under such PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the date of the Merger) as determined by the board of directors of the Company or a committee thereof after consultation with Parent, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such PSU (the "PSU Consideration"), and each converted PSU held by an individual who was expected to be a continuing employee generally continued to have and be subject to substantially the same terms and conditions as were applicable to such PSU immediately before the Merger (aside from terms related to performance vesting that no longer apply following the Effective Time), including payment terms and remaining time-vesting conditions, but with vesting terms adjusted for any . . .
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, on
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon completion of the Merger, each holder of Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent. The information set forth in Items 2.01, 3.03 and 5.02 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.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Pursuant to the Merger Agreement, effective as of, and immediately following the
Effective Time, the board of directors of the Company consisted of the members
of the board of directors of Acquisition Sub immediately prior to the Effective
Time, each to hold office in accordance with the certificate of incorporation
and bylaws of the Company until their respective successors shall have been duly
elected, designated and qualified, or until their earlier death, resignation or
removal in accordance with the certificate of incorporation and bylaws of the
Company. As of the Effective Time, the directors of the Company are
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Pursuant to the Merger Agreement, from and after the Effective Time the officers of Acquisition Sub at the Effective Time became the officers of the Company, until their respective successors are duly elected or appointed and qualified in accordance with applicable law. As of the Effective Time, the officers of the Company are:
Name TitleChristopher A. Caldwell Chief Executive Officer and PresidentAndre S. Valentine Chief Financial OfficerJane C. Fogarty Executive Vice President, Legal and Corporate SecretaryAndrew A. Farwig Global Vice President, Corporate Governance and Assistant Corporate SecretaryErin D. Bonta-Lewis Vice President, Tax and Tax CounselDavid R. Wiedwald Vice President and Treasurer
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the bylaws of the
Company were amended and restated to be identical to the bylaws of Acquisition
Sub, until thereafter amended in accordance with the applicable provisions of
the certificate of incorporation and bylaws of the Company and the General
Corporation Law of the
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Bylaws ofConcentrix ServiceSource Inc. 99.1 Press release datedJuly 20, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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