TELEDYNE FLIR, LLC Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Mergers,
Teledyne paid off all amounts outstanding (other than certain contingent
reimbursement obligations with respect to outstanding letters of credit) under
FLIR's Second Amended and Restated Credit Agreement (the "Credit Agreement"),
dated as of
The Credit Agreement is more fully described in FLIR's Current Report on Form
8-K filed on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
As provided in the Merger Agreement, upon consummation of Merger I, at the Effective Time:
• each share of common stock, $0.01 par value per share, of FLIR ("FLIR
Common Stock") issued and outstanding immediately prior to the Effective
Time (other than FLIR Common Stock owned or held (x) in treasury or
otherwise by FLIR or any of its subsidiaries, (y) by Teledyne or any of
its subsidiaries or (z) by any person who is entitled to demand and
properly demands appraisal of such shares under Delaware law) was
converted into the right to receive the merger consideration (the "Merger
Consideration"), consisting of (i) $28.00 in cash, without interest, and
(ii) 0.0718 validly issued, fully paid and non-assessable shares of
common stock of Teledyne, par value $0.01 per share ("Teledyne Common
Stock"), and, where applicable, cash in lieu of fractional shares;
• each FLIR stock option outstanding immediately prior to the Effective
Time was cancelled and converted into the right to receive a cash payment
equal to (x) the excess of $56.00 over the exercise price per share of
such stock option, multiplied by (y) the number of shares of FLIR Common
Stock subject to such stock option, less applicable tax withholdings;
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• each FLIR restricted stock unit subject solely to service-based vesting
requirements ("RSU") granted prior to the date of the Merger Agreement
that was outstanding immediately prior to the Effective Time was
converted into the right to receive $56.00 in cash in respect of each
share of FLIR Common Stock subject to such RSU;
• each RSU awarded after the date of the Merger Agreement that was
outstanding immediately prior to the Effective Time and was held by
(x) any FLIR director, (y) any FLIR officer who is subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to FLIR or (z) an
executive of FLIR who has a "change of control" agreement (in each case,
an "Accelerated RSU Holder") was converted into the right to receive
$56.00 in cash in respect of each share of FLIR Common Stock subject to
such RSU;
• each RSU awarded after the date of the Merger Agreement that was
outstanding immediately prior to the Effective Time and was held by any
individual who is not an Accelerated RSU Holder was converted into a
restricted stock unit with respect to a number of shares of Teledyne
Common Stock (each, an "Adjusted RSU") equal to the product obtained by
multiplying (x) the total number of shares of FLIR Common Stock subject
to such RSU immediately prior to the Effective Time by (y) 0.1436, with
any fractional shares to be paid in cash. Upon conversion, each such
Adjusted RSU is otherwise subject to the same terms and conditions
applicable to the corresponding RSU under the applicable FLIR equity plan
and the applicable award agreement under which the RSU was issued,
including vesting terms; and
• each FLIR restricted stock unit subject to service-based and
performance-based vesting requirements ("PRSU") granted prior to the date
of the Merger Agreement that was outstanding immediately prior to the
Effective Time was converted into the right to receive $56.00 in cash in
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, FLIR notified the Nasdaq Global Select Market ("NASDAQ") of
the consummation of Merger I and requested that NASDAQ file with the
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, all shares of FLIR Common Stock issued and outstanding
immediately prior to the Effective Time (other than FLIR Common Stock owned or
held (x) in treasury or otherwise by FLIR or any of its subsidiaries, (y) by
Teledyne or any of its subsidiaries or (z) by any person who is entitled to
demand and properly demands appraisal of such shares under
The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, as contemplated by the Merger Agreement, Merger Sub I
merged with and into FLIR, with FLIR continuing as the surviving entity and
wholly owned subsidiary of Teledyne, and immediately thereafter, the
Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Directors.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Each of FLIR's directors resigned from his or her respective position as a
member of the board of directors of FLIR and from any and all committees thereof
effective immediately prior to the Effective Time and the directors of Merger
Sub I became the directors of the
Name TitleRobert Mehrabian Executive ChairmanEdwin Roks President and Chief Executive OfficerJason VanWees Executive Vice PresidentTodd Booth Senior Vice President and Chief Financial OfficerSusan L. Main Senior Vice PresidentMelanie S. Cibik Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Item 8.01. Other Events.
As previously announced, FLIR's board of directors declared a quarterly cash
dividend of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and among Teledyne Technologies Incorporated,Firework Merger Sub I, Inc. ,Firework Merger Sub II, LLC andFLIR Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed onJanuary 6, 2021 (File Number 000-21918)). 10.1 Second Amended and Restated Credit Agreement, dated as ofMarch 29, 2019 , by and amongFLIR Systems, Inc. , certain subsidiaries ofFLIR Systems, Inc. , as designated borrowers,Bank of America, N.A ., as administrative agent,JPMorgan Chase Bank, N.A . andU.S. Bank National Association , as co-syndication agents,Citibank, N.A . andMUFG Union Bank, N.A. , as co-documentation agents, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed onApril 1, 2019 (File Number 000-21918)). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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