CYBEROPTICS CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
The Company's Board of Directors (the "Company Board") determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Company and its shareholders, and approved the Merger Agreement and the transactions contemplated by the Merger Agreement. The Company Board also resolved to recommend that the Company's shareholders vote to adopt and approve the Merger Agreement and the Merger.
Under the Merger Agreement, at the effective time of the Merger, each issued and
outstanding share of common stock of the Company (the "Company Common Stock"),
subject to certain exceptions set forth in the Merger Agreement, will be
canceled and extinguished and will be converted into the right to receive
At or immediately prior to the effective time of the Merger, the Company's stock options will be treated in the following manner:
· Each stock option that is vested immediately prior to the effective
time of the Merger and each unvested stock option that is held by
individuals who are employees immediately prior to the time of
merger but will cease to be employees immediately following the
merger will be cancelled and converted into the right to receive an
amount in cash equal to the (i) the aggregate number of shares of
Company Common Stock subject to such option, multiplied by (ii) the
excess, if any, of the Merger Consideration over the per share
exercise price for such stock option. Stock options held by
individuals who remain in the employment of the surviving
corporation and its subsidiaries as of the closing of the Merger, or
who become employed by Parent or one of its subsidiaries, and are
unvested at or immediately prior to the effective time of the
Merger, will be converted into an option to acquire a number of
Parent shares of common stock equal to the product of the number of
shares of Company Common Stock subject to the option and a fraction,
or equity exchange ratio, the numerator of which is the Merger
Consideration and the denominator of which is the average of the
volume weighted average price of a share of Parent common stock on
NASDAQ (as reported by Bloomberg L.P. or such other authoritative
source as mutually agreed between Parent and the Company) on each of
the five consecutive trading days ending with the second complete
trading day immediately prior to the closing date, with the number
of shares rounded down to the nearest whole share. The exercise
price for these converted options will equal the exercise price for
each share of Company Common Stock subject to the Company option
divided by the equity exchange ratio (rounded up to the nearest
whole cent). Otherwise, each converted option will have
substantially identical terms and conditions to those applicable to
such Company option immediately prior to the Merger.
At or immediately prior to the effective time of the Merger, the Company's full-value equity awards will be treated in the following manner:
· Each restricted stock unit of the Company (a "Company RSU") that is
outstanding immediately prior to the effective time of the Merger
will become fully vested and then will be canceled and converted
into the right to receive an amount in cash equal to the Merger
Consideration multiplied by the number of shares of Company Common
Stock subject to such Company RSU.
· Each outstanding unvested restricted stock award of the Company will
be canceled in accordance with its terms.
With respect to the Company's Employee Stock Purchase Plan ("ESPP):
· The Company shall take all requisite action with respect to the ESPP
so that each individual participating in a Purchase Period (as
defined in the ESPP) in progress on the date of the Merger Agreement
will not be permitted to (i) increase their payroll contribution
rate pursuant to the ESPP from the rate in effect as of the date of
the Merger Agreement; or (ii) make separate non-payroll
contributions to the ESPP on or following the date of the Merger
Agreement. No individual who is not participating in the ESPP with
respect to any current Purchase Period as of the date of the Merger
Agreement will be allowed to commence participation in the ESPP
following the date of the Merger Agreement. Prior to the effective
time, the Company will take certain actions that may be necessary
to, effective upon the consummation of the Merger, including
(A) cause any Purchase Period that would otherwise be outstanding at
the effective time to terminate no later than five days prior to the
date on which the effective time occurs; (B) make any pro rata
adjustments that may be necessary to reflect the shortened Purchase
Period, but otherwise treat any shortened Purchase Period as a fully
effective and completed Purchase Period for all purposes pursuant to
the ESPP; and (C) cause the exercise (as of no later than one
business day prior to the date on which the effective time occurs)
of each outstanding purchase right pursuant to the ESPP. On such
exercise date, the Company will apply the funds credited as of such
date pursuant to the ESPP within each participant's payroll
withholding account to the purchase of whole shares of Company
Common Stock in accordance with the terms of the ESPP, as amended
pursuant to the Merger Agreement, and each share purchased
thereunder immediately prior to the effective time shall be shall be
cancelled and converted automatically, in accordance with the
procedures set forth in the Merger Agreement, into the right to
receive from Parent and the surviving corporation, as promptly as
reasonably practicable after the effective time, an amount in cash,
without interest, equal to the Merger Consideration less any taxes
. . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 8.01. Other Items.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description No. 2.1 Agreement and Plan of Merger, datedAugust 7, 2022 , amongCyberOptics Corporation , Nordson Corporation and Meta Merger Company* 10.1 Third Amendment to Severance Pay Agreement ofJeffrey A. Bertelsen 99.1 Press Release of the Company, datedAugust 8, 2022 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.
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