Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction to this Current Report on Form 8-K (the "Introduction") is incorporated into this Item 2.01 by reference.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Vested and unvested Company stock options were cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such stock option multiplied by (ii) the number of Company Shares subject to such stock option (less applicable deductions and withholdings), with payment with respect to the Company stock options that remained unvested following application of the additional vesting credit (as described below) to be made at the same time as such unvested Company stock options would have vested pursuant to their terms and subject to the Optionholder's continued service through the applicable vesting date(s).
Vested and unvested Company restricted stock units (including any restricted stock units that had been subject to performance conditions that were not satisfied at the Effective Time, which performance conditions were deemed satisfied at 100% of the target levels of performance in accordance with the terms of the applicable stock plan and award agreement) were, subject to the following sentence, cancelled at the Effective Time and converted automatically into the right to receive an amount in cash equal to (i) the Merger Consideration multiplied by (ii) the number of Company Shares subject to such restricted stock unit (less applicable deductions and withholdings), with payment with respect to the Company restricted stock units that remained unvested following application of the additional vesting credit (as described below) to be made at the same time as such unvested Company restricted stock units would have vested pursuant to their terms and subject to such holder's continued service through the applicable vesting date(s).
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Merger, on
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Items 2.01 and 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01 to this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
In connection with the Merger, the aggregate purchase price paid for all equity
securities of the Company was approximately
To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company or Parent, the operation of which may at a subsequent date result in a further change in control of the Company.
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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 and as contemplated by the
Merger Agreement (and not because of any disagreement with the Company), all of
the directors of the Company (other than
The officers of the Company immediately prior to the Effective Time continued as officers of the Company following the Effective Time.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the "Amended and Restated Certificate of Incorporation") in accordance with the terms of the Merger Agreement. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (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 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 99.1 Press Release, datedJune 22, 2022 , issued by the Company. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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