Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on
Each share of Telaria common stock ("Telaria Common Stock") issued and outstanding as of the effective time of the Merger (the "Effective Time") (except for shares held by Telaria as treasury stock and shares owned directly or indirectly by Rubicon Project or Merger Sub) was converted into the right to receive 1.082 (the "Exchange Ratio") fully paid and nonassessable shares of Rubicon Project common stock (and, if applicable, substituting cash in lieu of fractional shares) (the "Merger Consideration"), less any applicable withholding taxes.
Each Telaria equity award granted under Telaria's equity compensation plans (other than vested Telaria restricted stock unit awards) outstanding as of the Effective Time was converted into a corresponding award with respect to Rubicon Project common stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. In addition, each vested Telaria restricted stock unit award outstanding as of the Effective Time was cancelled and converted into the right to receive the Merger Consideration in respect of each share underlying such award.
The issuance of Rubicon Project Common Stock in connection with the Merger, as
described above, was registered under the Securities Act of 1933, as amended,
pursuant to Rubicon Project's registration statement on Form S-4 (File
No. 333-236174), filed with the
The foregoing summary description of the completion of the Merger does not
purport to be complete and is qualified in its entirety by reference to the
terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by Telaria with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01, Item 3.01, Item 5.01 and Item 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.
Upon the Effective Time, a change in control of Telaria occurred, and Telaria became a direct wholly owned subsidiary of Rubicon Project. The information contained in Item 2.01 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 of Certain Officers.
In accordance with the terms of the Merger Agreement, on
In addition, all of the officers of Telaria (except for
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, Telaria's certificate of incorporation was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation"), and Telaria's bylaws were amended and restated in their entirety (the "Amended and Restated Bylaws").
Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of Telaria held on
Proposal No. 1. To adopt the Merger Agreement.
This proposal was approved by the requisite vote of Telaria's stockholders.
For Against Abstain 33,770,869 28,271 72,736
Proposal No. 2. To approve, on an advisory (non-binding) basis, certain compensation arrangements that may be paid or become payable to Telaria's named executive officers in connection with the merger contemplated by the Merger Agreement.
This proposal was not approved by the requisite vote of Telaria's stockholders.
For Against Abstain 16,395,572 15,228,075 2,248,229
Proposal No. 3. To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
This proposal was approved by the requisite vote of Telaria's stockholders.
For Against Abstain 32,246,712 1,371,027 254,137
Adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofDecember 19, 2019 , by and amongTelaria, Inc. , The Rubicon Project, Inc. andMadison Merger Corp. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed byTelaria, Inc. with theSEC onDecember 23, 2019 ).* 3.1 Amended and Restated Certificate of Incorporation ofTelaria, Inc. , datedApril 1, 2020 . 3.2 Amended and Restated Bylaws ofTelaria, Inc. , datedApril 1, 2020 . 99.1 Press Release datedApril 1, 2020 104 Cover Page lnteractive Data File (embedded within the Inline XBRL document).
* All schedules (or similar attachments) have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K.
of any schedules to the
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