Item 1.02Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on
On
The PNC Agreement, TCW Agreement and each of the amendments to such agreements
are more fully described in the Company's Current Reports on Form 8-K filed with
the
Item 2.01Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01.
On
As a result of the Merger, at the effective time of the Merger (the "Effective
Time"), each share of common stock,
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Pursuant to the Merger Agreement, at the Effective Time:
• Each vested option to purchase shares of Company Common Stock (each, a
"Vested Company Option") that was outstanding as of immediately prior to the Effective Time was, automatically and without any required action on the part of the holder thereof or the Company, 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 then underlying the Vested Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of suchVested Company Option. All Vested Company Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration. Each option to purchase shares of SMTC common stock (each, a "Company Option"), or portion thereof, which, by its terms or action of the board of directors of the Company (the "Board"), automatically vested as a result of the closing of the Merger was treated as a Vested Company Option.
• Each award of Company restricted stock units that had vested (each, a
"Vested Company RSU") that was outstanding as of immediately prior to the
Effective Time was, automatically and without any required action on the
part of the holder thereof or the Company, 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 then underlying such award of
Vested Company RSUs, multiplied by (y) the Merger Consideration. Each award . . . 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, the Company notified
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Exchange Act of 1934, as amended (the "Exchange Act"). Trading of the Company
Common Stock on The Nasdaq Global Market was suspended following the closing of
trading on
The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 3.01.
Item 3.03Material Modification to Rights of Security Holders.
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Company Common Stock, other than Excluded Shares, ceased to be outstanding and were converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Company Common Stock ceased to have any rights with respect thereto other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03.
Item 5.01Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
The information set forth in the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 is incorporated herein 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 of Certain Officers.
In connection with the consummation of the Merger, at the Effective Time,
The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.02.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of the Effective Time, pursuant to the Merger Agreement and as a result of the Merger, the Fifth Amended and Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the "Amended and Restated Certificate of Incorporation"). Also pursuant to the Merger Agreement and resolutions adopted immediately after the Effective Time by the new directors of the Company as the surviving corporation, the Company's Second Amended and Restated By-Laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub in effect immediately prior to the Effective Time (the "Amended and Restated By-Laws"). A copy of the Amended and Restated Certificate of Incorporation and a copy of the Amended and Restated By-Laws are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.03.
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Item 8.01Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
2.1* Agreement and Plan of Merger, dated as ofJanuary 3, 2021 , by and amongEMS Silver Inc. ,EMS Silver Merger Sub Inc. andSMTC Corporation (filed as Exhibit 2.1 toSMTC Corporation's Current Report on Form 8-K filed onJanuary 4, 2021 and incorporated by reference herein) Amended and Restated Certificate of Incorporation of SMTC 3.1 Corporation. 3.2 Amended and Restated By-Laws ofSMTC Corporation . 99.1 Press Release, datedApril 5, 2021 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company hereby undertakes to supplementally furnish copies of any omitted schedules to theSecurities and Exchange Commission upon request. 4
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