Item 1.02 Termination of a Material Definitive Agreement.
On
Also on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, and as a result of the Merger:
• each share of common stock, par value$0.01 per share, of the Company (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, other than shares held by the Company as treasury shares, shares held directly by Parent or Merger Sub (or any direct or indirect wholly owned subsidiaries of the Company, Parent or Merger Sub) and shares held by stockholders who are entitled to demand and have properly demanded appraisal for such shares in accordance with, and who have complied in all respects with Section 262 of the Delaware General Corporation Law), was automatically converted into the right to receive$32.00 in cash, without interest (the "Merger Consideration"); • each option to purchase shares of Company Common Stock (each, a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided that any Company Option with respect to which the exercise price subject thereto was equal to or greater than the Merger Consideration was canceled for no consideration; • each outstanding award of Company restricted stock units ("Company RSUs") that was subject solely to service-based vesting conditions became fully vested and each award of Company RSUs (including Company RSUs outstanding under the Company's Non-Employee Director's Deferred Compensation Program, which was terminated at the Effective Time) that was vested at the Effective Time was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares of Company Common Stock underlying such award of Company RSUs multiplied by (y) the Merger Consideration; • each outstanding award of Company performance-based stock units ("Company PBUs") that was subject to performance-based vesting conditions became vested as to the number of shares of Company Common Stock subject to such award of Company PBUs that would vest based on the target level of achievement, as determined by the Company's Compensation Committee prior to the closing, and, after giving effect to such vesting, was cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the number of vested shares of Company Common Stock underlying such Company PBUs, multiplied by (y) the Merger Consideration, and any outstanding Company PBUs (or portion thereof) that were not vested as of immediately prior to the Effective Time were canceled for no consideration;
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• all rights in connection with the
one preferred share purchase right for each outstanding share of Company
Common Stock, together with the associated Series A Junior Participating
Preferred Stock, outstanding immediately prior to the Effective Time expired
in their entirety without any payment being made in respect thereof in
accordance with the Second Amendment to the Rights Agreement, dated as of . . .
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 (as defined in the Merger Agreement), in connection with the
consummation of the Merger, GCP notified the
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 by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of GCP occurred and GCP became a direct, 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.
At the Effective Time, pursuant to the terms of the Merger Agreement, each of
At the Effective Time, pursuant to the terms of the Merger Agreement, each of
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.
In connection with the completion of the Merger, on the Closing Date, GCP filed
with the Secretary of State of the
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Merger Agreement). In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the board of directors of GCP, as the surviving entity, adopted the bylaws of Merger Sub (subject to the changes required by Section 5.9 of the Merger Agreement) as the amended and restated bylaws of GCP. Copies of GCP's amended and restated certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 5, 2021 , by and amongGCP Applied Technologies Inc. , aDelaware corporation,Cyclades Parent, Inc. , aDelaware corporation,Cyclades Merger Sub, Inc. , aDelaware corporation, and, solely for the purposes of Section 8.13 thereof, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws ofFrance (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filedDecember 5, 2021 ). 3.1 Second Amended and Restated Certificate of Incorporation ofGCP Applied Technologies Inc. 3.2 Amended and Restated Bylaws ofGCP Applied Technologies Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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