INNOPHOS HOLDINGS, INC. Item 1.02. Termination of Material Definitive Agreement.
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, the Company and certain of
its subsidiaries (the "Borrowers") repaid in full all outstanding loans,
together with interest and all other amounts due in connection with such
repayment, under that certain Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of Company common stock, par value
Immediately prior to the Effective Time, each option to purchase shares of
Common Stock that was outstanding and unexercised immediately prior to the
Effective Time, whether vested or unvested, vested in full and was automatically
converted into the right to receive (without interest) a cash payment equal to
the product of (i) the excess, if any, of
Immediately prior to the Effective Time, the restrictions on each share of Company restricted stock automatically lapsed and each such share of Company restricted stock vested in full and was converted automatically into the right to receive a cash payment equal to the product of the Merger Consideration and the aggregate number of shares subject to the award (and subject to applicable tax withholding or other amounts required by applicable law to be withheld).
Immediately prior to the Effective Time, each Company restricted stock unit ("Company RSU") that was outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration (and subject to applicable tax withholding or other amounts required by applicable law to be withheld).
Immediately prior to the Effective Time, each Company performance share ("Company Performance Share") that was outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive (without interest) a cash payment in an amount equal to the Merger Consideration, with the number of shares covered by an award of Company Performance Shares to be equal to the greater of (i) the number determined in accordance with the performance criteria as otherwise provided in the applicable award agreement and as if the performance period ended as of the last business day immediately preceding
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the Effective Time and (ii) the target award level as provided in the applicable award agreement, plus the amount of any accrued but unpaid dividend equivalents associated with such Company Performance Share, subject to applicable tax withholding or other amounts required by applicable law to be withheld.
The definitive proxy statement of the Company, filed with the Securities and . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, the Company notified The
NASDAQ Global Select Market ( "NASDAQ") on the Closing Date that a certificate
of merger was filed with the Secretary of State of the
The Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Explanatory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such shares) and accordingly, no longer has any interest in the Company's future earnings or growth.
Item 5.01. Changes in Control of Registrant.
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The aggregate cash consideration used by Parent to fund the Merger and related
transactions (including the repayment of debt and the payment of
transaction-related expenses) was approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Directors
Immediately prior to the Effective Time, in connection with the consummation of
the Merger and in accordance with the Merger Agreement, each member of the
Company's board of directors resigned from and ceased serving on the Company's
board of directors and any and all committees thereof. No director resigned as a
result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The members of the Company's board
of directors immediately prior to the Effective Time were
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement,
Employee Stock Purchase Plans; Equity Incentive Plans
In accordance with the terms of the Merger Agreement, prior to the Effective Time, each of the Company's 2009 Long-Term Incentive Plan and 2018 Long-Term Incentive Plan was terminated.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, (i) the certificate of incorporation of the Company as the surviving corporation was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, except that the name of the corporation, the date of incorporation, the registered office and registered agent, respectively, was changed to that of the Company's certificate of incorporation immediately prior to the Effective Time, and (ii) the bylaws of the Company as the surviving corporation were amended and restated in their entirety to be identical to the bylaws of Merger Sub in effect immediately prior to the Effective Time, except that the name of the corporation set forth therein was changed to the name of the Company.
The Third Amended and Restated Certificate of Incorporation of
Item 7.01. Regulation FD Disclosure
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of October 20, 2019 , by and
among Iris Parent LLC , Iris Merger Sub 2019, Inc. and Innophos
Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the
Company's Proxy Statement on Schedule 14A, filed with the SEC on
December 6, 2019 (File No. 001-33124)
3.1 Third Amended and Restated Certificate of Incorporation of Innophos
Holdings, Inc.
3.2 Amended and Restated By-laws of Innophos Holdings, Inc.
99.1* Innophos Holdings, Inc. Press Release, dated February 7, 2020
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
* Furnished herewith.
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