Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, the board of directors of
WABCO took action to terminate the
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
On
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"Negotiation Period"), the Borrower and a Schuldschein Lender have not agreed to continue their respective Schuldschein Loan, and such Schuldschein Lender demands repayment within a ten business day period following the Negotiation Period, then the Borrower shall be obligated to prepay such Schuldschein Loan, in accordance with its terms, at the immediately following interest payment date.
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 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Merger, WABCO
notified the
WABCO intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger, and at the Effective Time, holders of Common Stock immediately prior to the Effective Time ceased to have any rights as stockholders in WABCO (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Merger, and at the Effective Time, a
change of control of WABCO occurred and Merger Sub merged with and into WABCO,
with WABCO surviving the Merger as the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In addition to
Also, in accordance with the terms of the Merger Agreement, from and after the
Effective Time, the directors of Merger Sub at the Effective Time (consisting of
Effective as of the Effective Time, each of WABCO's officers, including
From and after the Effective Time, WABCO appointed
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger, and pursuant to the Merger Agreement, at the Effective Time, WABCO's certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation of WABCO and the Second Amended and Restated By-Laws of WABCO are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 28, 2019 , by and amongWABCO Holdings Inc. ,ZF Friedrichshafen AG andVerona Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to WABCO's Current Report on Form 8-K filed with theSEC onMarch 28, 2019 ). 3.1 Second Amended and Restated Certificate of Incorporation ofWABCO Holdings Inc. , effectiveMay 29,2020 . 3.2 Second Amended and Restated By-Laws ofWABCO Holdings Inc. , effectiveMay 29, 2020 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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