Item 1.01 Entry into a Material Definitive Agreement
On
Item 1.02 Termination of a Material Definitive Agreement
Concurrently with the consummation of the Merger, other than with respect to the
A&R Term Note and with respect to the Mortgage Modification (the "Continuing
Obligations"), Parent repaid in full all amounts outstanding pursuant to, and
terminated, the Sixth Amended and Restated Credit Facility Agreement by and
between
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in the Introductory Note above, on
The aggregate consideration to be paid by Parent and Purchaser in the Offer and
Merger is approximately
The information contained in the Introductory Note and Items 3.03 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information contained in the Introductory Note and Item 1.01 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the Merger, IEC (i) notified the NASDAQ
Global Market ("NASDAQ") of the consummation of the Merger and (ii) requested
that NASDAQ file with the
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
The information contained in the Introductory Note and Items 2.01, 3.01 and 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
As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer and the
consummation of the Merger pursuant to Section 251(h) of the DGCL, on
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements to Certain
Officers
In connection with the Merger,
In connection with the Merger,
Information regarding the new director of IEC and the new officers of IEC is set
forth in Annex A to the Offer to Purchase, dated
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 5.02.
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Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) IEC's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read identically to the certificate of incorporation as set forth on Exhibit A to the Merger Agreement and became the Certificate of Incorporation of IEC (the "Certificate of Incorporation") and (ii) IEC's by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to read identically to the by-laws as set forth on Exhibit B to the Merger Agreement and became the Amended and Restated By-Laws of IEC (the "By-laws").
Copies of the Certificate of Incorporation and the By-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 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.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. 2.1 Agreement and Plan of Merger, dated as ofAugust 12, 2021 , by and amongIEC Electronics Corp. ,Creation Technologies International Inc. ,Creation Technologies, Inc. andCTI Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filedAugust 12, 2021 ) 3.1 Amended and Restated Certificate of Incorporation ofIEC Electronics Corp. , datedOctober 5, 2021 3.2 Amended and Restated By-laws ofIEC Electronics Corp. , datedOctober 5, 2021 99.1 Joint Press Release issuedOctober 5, 2021 byIEC Electronics Corp. andCreation Technologies International Inc. 104 Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 5
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