SHARPS COMPLIANCE CORP. Item 1.01 Entry into a Material Definitive Agreement.
In connection with the consummation of the Merger, on
The loans under the Incremental Facilities bear interest at a rate per annum equal to, at the election of Parent, (1) an adjusted base rate (calculated in a customary manner) plus an applicable margin or (2) an adjusted SOFR rate (calculated in a customary manner) plus an applicable margin.
In connection with the Credit Agreement Amendment, the Company and its subsidiaries joined the Credit Agreement as guarantors and granted liens on substantially all of their assets (subject to certain customary exceptions) to secure the obligations of Parent under the Credit Agreement.
The Credit Agreement contains covenants that, among other things, limit the Company and certain of its subsidiaries' ability to incur, issue, assume, or guarantee certain indebtedness, issue shares of disqualified or preferred stock, pay dividends on equity, make investments, grant liens, consummate certain mergers and acquisitions or consummate certain asset sales or affiliate transactions. Additionally, certain customary events of default may result in an acceleration of the credit facilities under the Credit Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on
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The consideration paid to the Company's stockholders and equityholders in the
Offer and the Merger was approximately
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in the Introductory Note, Item 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.
Item 5.01. Change in Control of Registrant.
The information contained in the Introductory Note, Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of Merger Sub's acceptance for payment on
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Item 5.02. Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement, W. Patrick Mulloy II,
Following consummation of the Merger, the following persons, who were members of
the Board of Directors of Merger Sub, became the new members to the Board of
Directors of the Company:
In connection with the consummation of the Merger,
Following consummation of the Merger, the following persons were appointed
officers of the Company:
In accordance with the terms of the Merger Agreement, the
Item 5.03. Amendment to Articles of Incorporation or Bylaws.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, and the Amended and Restated Bylaws of the Company, as amended, were amended and restated in their entirety. Copies of the Company's Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
On
The information furnished in this Item 7.01 and in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
Agreement and Plan of Merger, dated as of July 12, 2022 , by and
among Raven Buyer, Inc. , Raven Houston Merger Sub, Inc. , and
2.1* the Sharps Compliance Corp. (incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by Sharps
Compliance Corp. with the SEC on July 13, 2022 )
Amendment No. 1 to Agreement and Plan of Merger, dated as of
July 22, 2022 , by and among Raven Buyer, Inc. , Raven Houston
2.2 Merger Sub, Inc. , and Sharps Compliance Corp. (incorporated by
reference to Exhibit (e)(2) of the Schedule 14D-9 filed by
Sharps Compliance Corp. with the SEC on July 25, 2022 )
3.1 Second Amended and Restated Certificate of Incorporation of
Sharps Compliance Corp.
3.2 Second Amended and Restated Bylaws of Sharps Compliance Corp.
99.1 Press Release, dated August 22, 2022
99.2 Press Release, dated August 24, 2022
104.0 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish supplemental copies of any of the omitted
schedules upon request by the
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