Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Concurrently with the closing of the Merger, the Company terminated that certain
Credit Agreement, dated 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 into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), subject to the terms
and conditions of the Merger Agreement, (i) each share of common stock of the
Company, par value
In addition, pursuant to the Merger Agreement, at the Effective Time:
· each Company stock option that was outstanding as of immediately prior to the
Effective Time with an exercise price per share less than the Per Share Price, whether vested or unvested (a "Company Option"), was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option;
· each Company Option with an exercise price per share equal to or greater than
the Per Share Price was cancelled at the Effective Time for no consideration;
· each award of restricted stock units ("Company RSUs") of the Company that was
outstanding and vested as of immediately prior to the Effective Time or that vested in accordance with its terms (a "Vested Company RSU") as a result of the consummation of the transactions contemplated by the Merger Agreement (the "Transactions") was, at the Effective Time, cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to suchVested Company RSU as of immediately prior to the Effective Time;
· each award of Company RSUs that was outstanding as of immediately prior to the
Effective Time that was not a Vested Company RSU (an "Unvested Company RSU")
was, at the Effective Time, cancelled and converted into and became the right
to receive an amount in cash (without interest and subject to applicable
withholding taxes) equal to the product of (i) the Per Share Price and (ii) the
total number of shares of Company Common Stock subject to such
RSU as of immediately prior to the Effective Time (the "Cash Replacement
Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject
to the holder's continued service through the applicable vesting dates, . . .
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 (i) notified 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 Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Per Share Price. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Price.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
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 Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Merger, at 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 Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Third Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached to the Merger Agreement (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached to the Merger Agreement (the "Bylaws").
Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, by and amongPing Identity Holding Corp. ,Project Polaris Holdings, LP andProject Polaris Merger Sub, Inc. , dated as ofAugust 2, 2022 (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onAugust 2, 2022 ). 3.1 Fourth Amended and Restated Certificate of Incorporation of the Company, effectiveOctober 18, 2022 . 3.2 Second Amended and Restated Bylaws of the Company, effectiveOctober 18, 2022 . 99.1 Press Release, dated as ofOctober 18, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the
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