Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Termination of Existing Credit Facility
Effective as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
On the Closing Date, Parent completed the acquisition of the Company through the
Merger. Pursuant to the Merger Agreement, at the effective time of the Merger
(the "Effective Time"), each share of the Company's Class A Common Stock, par
value
In addition, pursuant to the Merger Agreement, at the Effective Time:
? each option to purchase shares of Company Common Stock (each, a "Company
Option") that was vested in accordance with its terms and outstanding as of
immediately prior to the Effective Time (each, a "Vested Company Option"), and
that had a per share exercise price less than the Merger Consideration, was,
automatically and without any required action on the part of the holder
thereof, canceled and converted into the right to receive an amount in cash,
without interest, equal to (i) the total number of shares of Company Common
Stock underlying such Vested Company Option multiplied by (ii) the excess of
(A) the Merger Consideration over (B) the per share exercise price for such
Vested Company Option, subject to applicable withholding taxes;
1
? each Company Option that was outstanding as of immediately prior to the
Effective Time and that was not a Vested Company Option (each, an "Unvested
Company Option"), and that had a per share exercise price less than the Merger
Consideration, was, automatically and without any required action on the part
of the holder thereof, canceled and will be replaced with a new award to be
issued by Parent or one of its affiliates following the Effective Time;
? any Company Option, whether a Vested Company Option or
Option, that had a per share exercise price that was equal to or greater than . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the
2
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
At the Effective Time, each holder of shares of Company Common Stock issued and outstanding 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 as set forth in the Merger Agreement.
Additionally, as a result of the Merger, the holders of the Company Warrants
will have the right to purchase from the
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, at the Effective Time, a change in control of the
Company occurred, and the Company became a direct, wholly owned subsidiary of
Parent. The total amount of Merger Consideration payable to the stockholders of
the Company 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 in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement, each of the Company's directors as of immediately prior to the
Effective Time-
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, (i) the Company's certificate of incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety and (ii) the Company's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.
Copies of the amended and restated certificate of incorporation and the amended and restated by-laws are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
3 Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1+ Agreement and Plan of Merger, dated as ofFebruary 2, 2022 , by and amongSOC Telemed, Inc. ,Spark Parent, Inc. andSpark Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 4, 2022 ). 3.1 Third Amended and Restated Certificate of Incorporation ofSOC Telemed, Inc. 3.2 Second Amended and Restated By-Laws ofSOC Telemed, Inc. 99.1 Press Release, datedApril 6, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to theSEC upon its request. 4
© Edgar Online, source