Item 2.01. Completion of Acquisition or Disposition of Assets.
The Offer and any withdrawal rights expired at 12:00 midnight,
Following consummation of the Offer, the remaining conditions to the Merger were
satisfied and, on
In addition, with respect to each Company Restricted Share (as defined in the A&R Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company Restricted Share were automatically accelerated in full, and (2) such Company Restricted Share was cancelled and the holder thereof became entitled to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of Company Restricted Shares outstanding immediately prior to the Effective Time by (B) the Offer Price, less applicable taxes required to be withheld with respect to such payment.
With respect to each Company RSU (as defined in the A&R Merger Agreement), at
the Effective Time, (1) any vesting conditions applicable to such Company RSU
were automatically accelerated in full and (2) such Company RSU was
automatically cancelled and the holder thereof became entitled to receive,
without interest, an amount in cash equal to the product obtained by multiplying
(A) the number of Shares subject to such Company RSU award immediately prior to
the Effective Time by (B)
With respect to each Company PSU (as defined in the A&R Merger Agreement), at the Effective Time, (1) any vesting conditions applicable to such Company PSU, whether vested or unvested, were automatically accelerated, and (2) such Company PSU award was automatically cancelled and the holder thereof became entitled to receive, without interest, as promptly as practicable an amount in cash equal to the product obtained by multiplying (A) the number of Shares subject to such . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
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.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Offer and the Merger, a change in control
of the Company occurred. Following the consummation of the Merger, the Company
became a wholly owned subsidiary of
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
On
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the A&R Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Purchaser as in effect immediately prior to the Effective Time. The amended and restated certificate of incorporation and the amended and restated bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Amended and Restated Agreement and Plan of Merger, datedJanuary 20, 2021 , by and among the Company, Parent and Purchaser (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with theSEC onJanuary 20, 2021 ) 3.1 Amended and Restated Certificate of Incorporation of the Company 3.2 Third Amended and Restated Bylaws of the Company 99.1 Press release, datedFebruary 8, 2021
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