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.
At the effective time of the Merger (the "Effective Time"), on the terms and
conditions set forth in the Merger Agreement, each share of Company common
stock, par value
At the Effective Time, each outstanding and unexercised option to purchase shares of Company common stock (whether vested or unvested and whether exercisable or unexercisable) (each a "Company Stock Option") became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option.
At the Effective Time, each outstanding share of restricted stock of the Company (whether vested or unvested) ("restricted stock") became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration.
At the Effective Time, each outstanding performance stock unit with respect to shares of Company common stock (whether vested or unvested) (each a "PSU"), became fully vested and was cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such award of PSU and (ii) the Merger Consideration.
The aggregate consideration paid by Parent in the Merger was approximately
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 of this Current Report on Form 8-K, and which is incorporated herein by reference.
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 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
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement (and not because of any disagreement with the Company), each of
The officers of the Company immediately prior to the Effective Time continue to serve as officers of the Company (as the surviving corporation).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of the Company (as the surviving corporation). Copies of the Amended and Restated Certificate of Incorporation of the Company (as the surviving corporation) and the Amended and Restated Bylaws of Company (as the surviving corporation) are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 23, 2022 , by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onJune 24, 2022 ).* 3.1 Amended and Restated Certificate of Incorporation ofUSA Truck, Inc. 3.2 Amended and Restated Bylaws ofUSA Truck, Inc. 99.1 Press Release, datedSeptember 15, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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