Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each share of CSI's
common stock, par value
Also at the Effective Time, (a) each option to purchase Shares that was outstanding and unexercised immediately prior to the Effective Time (each, a "Company Stock Option"), was accelerated and fully vested (to the extent unvested) and, after giving effect to such acceleration, cancelled and converted into the right of the holder thereof to receive, without interest, a cash payment equal to the product of (i) the number of Shares for which such Company Stock Option was exercisable and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Stock Option, subject to any applicable tax withholding, with any Company Stock Option with an exercise price per Share that was equal to or greater than the Per Share Merger Consideration being canceled for no consideration; (b) each Share that was subject to vesting (whether time-based or performance-based), repurchase or other lapse restriction awarded under any stock plan of CSI (each, a "Company Restricted Share") that was outstanding immediately prior to the Effective Time was accelerated and fully vested (to the extent unvested) and treated as an issued and outstanding Share, with the holder thereof becoming entitled to receive the Per Share Merger Consideration for each Company Restricted Share, subject to any applicable tax withholding; and (c) each restricted stock unit representing the right to vest in and be issued Shares or the cash equivalent thereof and awarded under any stock plan of CSI (each, a "Company RSU") that was issued and outstanding immediately prior to the Effective Time was accelerated and fully vested (to the extent unvested) and, after giving effect to such acceleration, cancelled and converted into the right of the holder thereof to receive, without interest, a cash payment equal to the product of (i) the number of Shares subject to such Company RSU immediately prior to the Effective Time and (ii) the Per Share Merger Consideration, subject to any applicable tax withholding.
The aggregate consideration paid in connection with the Merger was approximately
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosure set forth in Item 2.01 is incorporated herein by reference.
In connection with the consummation of the Merger, on the Closing Date, CSI
requested that the
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures set forth in Items 2.01 and 3.01 are incorporated herein by reference.
At the Effective Time, each holder of Shares outstanding immediately prior to the Effective Time ceased to have any rights as stockholders of CSI (other than the right (except in the case of Excluded Shares) to receive the Per Share Merger Consideration for such holder's Shares).
Item 5.01. Changes in Control of Registrant.
The disclosure set forth in Item 2.01 is incorporated herein by reference.
As a result of the consummation of the Merger, a change of control of the registrant occurred, and CSI became a subsidiary of Abbott. The Merger was funded by Abbott's cash on hand.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
The disclosure set forth in Item 2.01 is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, the restated certificate of incorporation of CSI, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the amended and restated certificate of incorporation included as Exhibit 3.1 hereto (the "Amended and Restated Certificate of Incorporation"). In addition, at the Effective Time, the amended and restated bylaws of CSI, as in effect immediately prior to the Effective Time, were further amended and restated in their entirety to be in the form of the amended and restated bylaws included as Exhibit 3.2 hereto (the "Amended and Restated Bylaws"). Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1. The stockholders approved the adoption of the Merger Agreement. The
number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 34,070,064 123,212 10,520 -
Proposal 2. The stockholders approved, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to CSI's named executive officers that is based on or otherwise relates to the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement (the "Compensation Proposal"). The number of shares cast in favor of approval, the number against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 23,646,485 10,319,427 237,884 -
In connection with the Special Meeting, CSI also solicited proxies with respect to a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the Compensation Proposal, the adjournment or postponement of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted for a vote of stockholders at the Special Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1 Agreement and Plan of Merger, dated as ofFebruary 8, 2023 , by and amongCardiovascular Systems, Inc. , Abbott Laboratories andCobra Acquisition Co. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CSI onFebruary 9, 2023 ).* 3.1 Amended and Restated Certificate of Incorporation ofCardiovascular Systems, Inc. 3.2 Amended and Restated Bylaws ofCardiovascular Systems, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
CSI agrees to furnish supplemental copies of any omitted schedules to the
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