Item 2.01 Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), each share (a
"Share") of common stock of the Company, par value
In addition, at the Effective Time, each restricted stock unit award in respect of Shares that was outstanding immediately prior to the Effective Time (a "Company RSU") fully vested (including Company RSUs subject to performance-based vesting) and was cancelled and converted automatically into the right to receive an amount in cash, without interest, equal to the product of (i) the amount of the Merger Consideration and (ii) the total number of Shares underlying such Company RSU, net of applicable tax withholding. Also at the Effective Time, all restrictions and vesting requirements with respect to each Share of restricted stock that was outstanding immediately prior to the Effective Time ("Company Restricted Stock") lapsed and all such shares of Company Restricted Stock vested in full. Each holder of shares of Company Restricted Stock received the Merger Consideration for such shares of Company Restricted Stock.
The aggregate cash consideration paid in the Merger was approximately
The foregoing description of the Merger Agreement and the Merger in this Current
Report on Form 8-K does not purport to be complete and is subject and qualified
in its entirety by reference to the full text of the Merger Agreement, which is
attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with
the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The information contained 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.
Item 3.03 Material Modification to Rights of Security Holders.
Upon the Effective Time, each holder of Shares issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right, in respect of each of the Shares, to receive the applicable Merger Consideration).
--------------------------------------------------------------------------------
The information contained in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, the Company became a wholly-owned subsidiary of Parent, and accordingly, a change in control of the Company occurred.
The information contained in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger, the Company's certificate of incorporation and bylaws were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company as currently in effect are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 3.1 Second Amended and Restated Certificate of Incorporation ofArotech Corporation . 3.2 Amended and Restated Bylaws ofArotech Corporation . 99.1 Press Release issued byArotech Corporation , datedDecember 19, 2019 .
--------------------------------------------------------------------------------
© Edgar Online, source