MAJESCO Item 1.02. Termination of Material Definitive Agreements.
On
? Cost Sharing Agreement, dated
2019), by and between
("MSSIPL") and Majesco Limited;
? Memorandum of Understanding, dated
Majesco Limited;
? Memorandum of Understanding, dated
Majesco Limited; and
? Joint Venture Agreement, dated
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the terms and subject to the conditions set forth in the Merger Agreement,
which agreement, together with the transactions contemplated thereby, including
the Merger, was approved by the written consent of the holders of a majority of
Majesco's outstanding common stock, par value
? each share of Common Stock that was issued and outstanding immediately prior to
the Effective Time was converted into the right to receive
subject to any required withholding of Taxes (as defined in the Merger
Agreement) (the "Merger Consideration");
? each vested and unvested option that was issued and outstanding immediately
prior to the Effective Time was converted into the right to receive an amount
in cash equal to the product of the number of shares of Common Stock subject to
such options multiplied by the excess, if any, of the Merger Consideration over
the exercise price per share of such option (less applicable Taxes); and
? each restricted stock unit ("RSU") that was issued and outstanding immediately
prior to the Effective Time was converted into the right to receive an amount
in cash equal to the product of the number of shares of Common Stock subject to
such RSU multiplied by the Merger Consideration (less applicable Taxes).
The aggregate consideration paid for the Company was approximatel
The foregoing description of the Merger and the Merger Agreement contained in
this Section 2.01 is not complete and is qualified in its entirety by reference
to the Merger Agreement, which is attached as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
1
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 in Item 2.01 is incorporated herein by reference.
In connection with the consummation of the Merger, the Company notified The
Nasdaq Global Market ("Nasdaq") on
Item 3.03. Material Modification of Rights of Security Holders.
The information set forth in the Introductory Note and in Item 2.01, 3.01 and 5.03 is incorporated herein by reference.
At the Effective Time, each holder of Common Stock immediately prior to such time ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01, 3.01 and Item 5.02 are incorporated herein by reference.
As a result of the completion of the Merger on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain
Officers.
As of the Effective Time and pursuant to the terms of the Merger Agreement,
(i) certain directors of the Company immediately prior to the Effective Time
(
In addition, as of the Effective Time,
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
At the Effective Time, in connection with the consummation of the Merger, the Second Amended and Restated Articles of Incorporation attached hereto as Exhibit 3.1 became the articles of incorporation of Majesco. In addition, as of the Effective Time, the Second Amended and Restated Bylaws attached hereto as Exhibit 3.2, which were the bylaws of Merger Sub prior to the Effective Time, became the bylaws of Majesco.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
Exhibit Number Description 2.1 Amended and Restated Agreement and Plan of Merger, dated as ofAugust 8, 2020 , by and among Majesco,Magic Intermediate, LLC andMagic Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Majesco's Current Report on Form 8-K filed with theSEC onAugust 10, 2020 ) (Certain schedules to the Amended and Restated Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) or Item 601(b)(10)(iv) of Regulation S-K. Majesco undertakes to furnish supplementally copies of any of the omitted schedules upon request by theSEC .) 3.1 Second Amended and Restated Articles of Incorporation of Majesco 3.2 Second Amended and Restated Bylaws of Majesco 2
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