Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of common stock, par value
At the Effective Time: (i) with respect to each Share that is subject to any
vesting, forfeiture, repurchase or other lapse restriction under the Company
stock plans and outstanding immediately prior to the Effective Time, such
vesting, forfeiture, repurchase or other lapse restriction lapsed and such
restricted share fully vested and converted into the right to receive the Merger
Consideration; (ii) each restricted stock unit in respect of Shares granted
under the Company stock plans that was outstanding immediately prior to the
Effective Time fully vested and cancelled and converted into the right to
receive an amount in cash, without interest, equal to the Merger Consideration
in respect of each underlying Share; (iii) each restricted stock unit in respect
of Shares granted under the Company stock plans that was outstanding immediately
prior to the Effective Time and that per its terms vests, in whole or in part,
based on the achievement of a specified level of performance, (a) if awarded
during
The descriptions of the Merger Agreement and the transactions contemplated thereby contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full and complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The Company intends to file a certification on Form 15 with the
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth under Items 2.01 and Item 3.01 are incorporated herein by reference.
Holders of the Company's common stock that was issued and outstanding prior to the Effective Time ceased to have any rights with respect to such securities (other than their right to receive the Merger Consideration), nor do they have any interest in the Company's future earnings or growth.
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Item 5.01. Changes in Control of Registrant.
The information set forth under Items 2.01, 3.03, 5.02 and 5.03 are incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.
The Merger Consideration was funded through a combination of the Company's cash on hand and equity financing obtained by Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Merger Agreement, at the Effective Time, all of the directors of the Company immediately prior to the Effective Time ceased serving as directors of the Company, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the articles of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety. The amended and restated articles of incorporation (attached as Schedule A to the Articles of Merger) and the amended and restated bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 2.1 Agreement and Plan of Merger, dated as ofApril 18, 2021 , amongMarlin Business Services Corp. ,Madeira Holdings, LLC , andMadeira Merger Subsidiary, Inc. * 3.1 Second Amended and Restated Articles of Incorporation ofMarlin Business Services Corp. 3.2 Second Amended and Restated Bylaws ofMarlin Business Services Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Incorporated by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed on
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