1LIFE HEALTHCARE, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Supplemental Indenture provides that, from and after the Effective Time, the
right to convert each
The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is included as Exhibit 4.1 hereto and incorporated into this Item 1.01 by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note, on
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The description contained under the Introductory Note above and in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04.
The consummation of the Merger constitutes a Fundamental Change and a Share
Exchange Event (each, as defined in the Indenture) under the Indenture. The
effective date of such Fundamental Change and Share Exchange Event is
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The disclosures under the Introductory Note are incorporated herein by
reference. On
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 are incorporated herein by reference.
At the Effective Time, each holder of Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's Shares), except that those Shares that were owned by the Company or owned by Parent or Merger Sub were cancelled.
Item 5.01 Changes in Control of Registrant.
The disclosures under the Introductory Note and Items 2.01, 3.01, 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 became an indirect 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 disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
Pursuant to the Merger Agreement, effective as of, and contingent upon, the
occurrence of the closing of the Merger (the "Closing"), each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.
Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedJuly 20, 2022 , by and among1Life Healthcare, Inc. , Amazon.com, Inc. andNegroni Merger Sub, Inc. (incorporated by reference to the Current Report on Form 8-K of1Life Healthcare, Inc. filed with theSEC onJuly 22, 2022 ) 3.1 Amended and Restated Certificate of Incorporation of1Life Healthcare, Inc. 3.2 Amended and Restated Bylaws of1Life Healthcare, Inc. 4.1 First Supplemental Indenture, datedFebruary 22, 2023 , by and among1Life Healthcare, Inc. andU.S. Bank Trust Company, National Association . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
agrees to furnish supplemental copies of any omitted schedules to the
its request.
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