Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Merger, the
Company paid all amounts outstanding under its existing credit agreement, dated
as of
The Credit Agreement is more fully described in the Company's Current Report
on Form 8-K filed with the
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon consummation of the Merger, at the Effective Time, each share of common
stock of the Company issued and outstanding immediately prior to the Effective
Time (other than shares owned by the Company, any subsidiary of the Company,
LTG, US Holdco, Merger Sub or any other subsidiary of LTG and shares owned by
Company stockholders who have exercised their appraisal rights under
The foregoing description of the Merger Agreement and the transactions
contemplated by the Merger Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the full text of the
Merger Agreement, which was previously filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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On the Closing Date, in connection with the consummation of the Merger, the
Company (i) notified the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, holders of the Company's common stock and Stock Units immediately before the Effective Time ceased to have any rights as stockholders in the Company (other than their rights, if such right exists, to receive the consideration pursuant to the Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, as contemplated by the Merger Agreement, Merger Sub
merged with and into the Company, with the Company continuing as the surviving
corporation and a wholly owned, indirect subsidiary of LTG. The aggregate Merger
Consideration, together with the consideration payable for the Stock Units,
payable by LTG is approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Amendment of Equity Awards
On
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Resignation of Directors
At the Effective Time, all of the Company's directors, other than
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, the Company's certificate of incorporation and bylaws were amended and restated in their entirety. The amended and restated certificate of incorporation and bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 15, 2021 , by and among Learning Technologies Group plc,Learning Technologies Acquisition Corporation ,Gravity Merger Sub, Inc. andGP Strategies Corporation (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed onJuly 15, 2021 ). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Second Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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