SYKES ENTERPRISES, INCORPORATED Item 1.02. Termination of a Material Definitive Agreement
In connection with the entry into the Credit Agreement dated as of
Item 2.01. Completion of Acquisition of Disposition of Assets
At the effective time of the Merger (the "Effective Time"), each share of common
stock outstanding immediately prior to the Effective Time (other than shares
held by the Company as treasury stock immediately prior to the Effective Time
(the "canceled shares")) was automatically converted into the right to receive
Pursuant to the Merger Agreement, as of the Effective Time, each Company Restricted Stock Unit (as defined in the Merger Agreement) or Company Performance Stock Unit (as defined in the Merger Agreement) that is outstanding under any Company Stock Plan (as defined in the Merger Agreement) immediately prior to the Effective Time (a "Company Restricted Share") vested and was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration for each share of Company common stock.
Additionally, as of the Effective Time, each Company stock appreciation right
("Company SAR") that was outstanding under any Company Stock Plan immediately
prior to the Effective Time had all rights thereunder cancelled by virtue of the
Merger and each former holder of any cancelled In-the-Money SAR (as defined in
the Merger Agreement), in exchange therefor, became entitled to receive an
amount in cash, without interest, equal to the product of (A) the SAR Per Share
Consideration (as defined below) multiplied by (B) the number of shares of
Company common stock subject to such In-the-Money SAR, less any applicable
withholding taxes. Each Company SAR that is not an In-the-Money SAR was
automatically cancelled immediately prior to the Effective Time for no
consideration. "SAR Per Share Consideration" means, with respect to a Company
SAR, an amount equal to the difference between (a)
The aggregate merger consideration is approximately
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 report is incorporated herein by reference.
Prior to the open of trading on
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The Company also intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this report is incorporated herein by reference.
As a result of the Merger, each share of Company common stock issued and outstanding immediately prior to the Effective Time was automatically canceled and ceased to exist, and was converted into the Merger Consideration, without interest and less any applicable withholding taxes. Accordingly, at the Effective Time, the Company's shareholders immediately before the Effective Time ceased to have any rights in the Company as shareholders, other than their right to receive the Merger Consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this report is incorporated herein by reference.
On
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 Item 2.01 of this report is incorporated herein by reference.
In connection with the consummation of the Merger,
In addition,
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this report is incorporated herein by reference.
In connection with the consummation of the Merger, the Company's articles of incorporation bylaws were amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement. The foregoing summary of the Company's amended and restated articles of incorporation and second amended and restated bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amended and restated articles of incorporation and second amended and restated bylaws of the Company, which are filed as Exhibits 3.1 and 3.2 to this report, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedJune 17, 2021 , amongSykes Enterprises, Incorporated ,Sitel Worldwide Corporation and Florida Mergersub, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with theSEC onJune 21, 2021 ). 3.1 Amended and Restated Articles of Incorporation ofSykes Enterprises, Incorporated 3.2 Second Amended and Restated Bylaws ofSykes Enterprises, Incorporated 99.1 Press Release datedAugust 27, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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