VOCERA COMMUNICATIONS, INC. : Completion of Acquisition or Disposition of Assets, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Cha (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

In connection with the consummation of the Offer and the Merger, Vocera and U.S. Bank National Association, as trustee (the "Trustee") entered into (i) a supplemental indenture, dated as February 23, 2022 (the "2023 First Supplemental Indenture") to the indenture, dated May 17, 2018 (the "2023 Indenture"), between Vocera and the Trustee, relating to the Company's outstanding 1.50% Convertible Senior Notes due 2023 (the "2023 Notes"), and (ii) a supplemental indenture, dated as February 23, 2022 (the "2026 First Supplemental Indenture" and together with the 2023 First Supplemental Indentures, the "Supplemental Indentures"), to the indenture, dated as of March 12, 2021 (the "2026 Indenture" and together with the 2023 Indenture, the "Indentures"), between Vocera and the Trustee, relating to the Company's outstanding 0.50% Convertible Senior Notes due 2026 (the "2026 Notes" and, together with the 2023 Notes, the "Notes").

The consummation of the Offer, the Merger and the delisting described in Item 3.01 below constitutes a Corporate Event, a Make-Whole Fundamental Change, a Share Exchange Event and a Fundamental Change (each as defined in the Indentures) under the Indentures. The effective date of the Corporate Event, Make-Whole Fundamental Change, Share Exchange Event and Fundamental Change in respect of the 2023 Notes and 2026 Notes is February 23, 2022 (the "Notes Effective Date"), the date of the consummation of the Merger.

As a result of the Fundamental Change, each holder of the Notes will have the right to require the Company to repurchase its Notes, pursuant to the terms and procedures set forth in the applicable Indenture, for a cash repurchase price equal to the Fundamental Change Repurchase Price (as defined in the applicable Indenture). In addition, as a result of the Fundamental Change, Make-Whole Fundamental Change, Share Exchange Event, and Corporate Event, holders of the Notes will have a right to convert their Notes for Reference Property (as defined in the applicable Indenture) commencing on the Notes Effective Date, subject to the terms of the Indentures as supplemented by the Supplemental Indentures, as described below.

As a result of the Share Exchange Event, pursuant to the Indentures, the Company and Trustee executed the Supplemental Indentures to, among other things, provide that the consideration due upon conversion of each $1,000 principal amount of Notes will be solely cash in an amount equal to the applicable Conversion Rate (as defined in the applicable Indenture, and as may be increased, including in connection with a Make-Whole Fundamental Change, pursuant to the applicable Indenture) in effect on the Conversion Date (as defined in the applicable Indenture) multiplied by $79.25.

The foregoing descriptions of the 2023 First Supplemental Indenture and the 2026 First Supplemental Indenture are qualified in their entirety by reference to the 2023 First Supplemental Indenture and the 2026 First Supplemental Indenture, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and which are incorporated herein by reference. For the avoidance of doubt, the foregoing disclosure does not constitute the Fundamental Change Company Notice for either the 2023 Notes or the 2026 Notes (as defined in the 2023 Indenture and the 2026 Indenture, respectively).

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 23, 2022, Vocera (i) notified The New York Stock Exchange ("NYSE") of the consummation of the Merger and (ii) requested that NYSE (x) suspend trading of the Shares, effective prior to market open on February 23, 2022 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the

--------------------------------------------------------------------------------

Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Vocera intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Vocera's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03  Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of Purchaser's acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on February 23, 2022, a change in control of Vocera occurred and Vocera is now a wholly owned direct or indirect subsidiary of Stryker.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Brent D. Lang, Michael Burkland, Julie Iskow, Howard E. Janzen, Alexa King, John N. McMullen, Sharon L. O'Keefe, Ronald A. Paulus, Bharat Sundaram each resigned from his or her respective position as a member of the Vocera Board of Directors and any committee thereof. These resignations were not a result of any disagreement between Vocera and the directors on any matter relating to Vocera's operations, policies or practices.

Following the Merger and pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation, to serve the Surviving Corporation in their respective position until the earlier of their resignation, replacement or removal. Pursuant to the preceding sentence, William E. Berry Jr. and J. Andrew Pierce will serve as directors of the Surviving Corporation; J. Andrew Pierce will serve as President of the Surviving Corporation; Jeanne M. Blondia will serve as Vice President, Treasurer of the Surviving Corporation; Robert Cummings will serve as Vice President, Tax of the Surviving Corporation; and Sean C. Etheridge will serve as Vice President, Secretary of the Surviving Corporation. In addition, William E. Berry Jr. will serve as Vice President, Finance of the Surviving Corporation and Steven J. Anheier will serve as Chief Financial Officer of the Surviving Corporation, each until the earlier of his resignation, replacement or removal. Information regarding the new directors and executive officers has been previously disclosed in Schedule A of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Stryker and Purchaser on January 25, 2022, as subsequently amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Vocera's certificate of incorporation was amended and restated in its entirety. A copy of Vocera's Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Vocera's bylaws were amended and restated in their entirety. A copy of Vocera's Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

2.1            Agreement and Plan of Merger, dated as of January 6, 2022, among
             Stryker Corporation, Voice Merger Sub Corp. and Vocera Communications,
             Inc. (incorporated herein by reference to Exhibit 2.1 to the Current
             Report on Form 8-K filed with the SEC by Vocera on January 6, 2022).*


3.1            Amended and Restated Certificate of Incorporation of Vocera
             Communications, Inc.

3.2            Amended and Restated Bylaws of Vocera Communications, Inc.

4.1            First Supplemental Indenture, dated as of February 23, 2022, among
             Vocera Communications, Inc. and U.S. Bank Trust Company, National
             Association.

4.2            First Supplemental Indenture, dated as of February 23, 2022, among
             Vocera Communications, Inc. and U.S. Bank Trust Company, National
             Association.

104          Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the inline XBRL document).

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A

copy of any omitted schedule will be furnished supplementally to the SEC upon

request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses