HOUSTON WIRE & CABLE COMPANY Item 1.02. Termination of a Material Definitive Agreement.
At the Effective Time, all obligations outstanding under the Fourth Amended and
Restated Loan and Security Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, (i) each outstanding share of restricted stock immediately vested in full and was converted into the right to receive the Merger Consideration, (ii) each outstanding restricted stock unit award and performance stock unit award, whether or not vested, was cancelled and converted into the right to receive an amount in cash equal to the number of shares of Company Common Stock subject to such award (assuming, in the case of performance stock awards, achievement of 100% of the applicable target) times the Merger Consideration, and (iii) each outstanding stock unit under the Company's Nonemployee Director Deferred Compensation Plan was cancelled and converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such unit times the Merger Consideration.
The description of the Merger Agreement and the Merger contained in this Item
2.01 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 filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated by reference into this Item 3.01.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As set forth under Item 2.01, at the Effective Time, each share of Company Common Stock ceased to represent any rights as a stockholder of the Company, other than the right to receive the Merger Consideration.
Item 5.01. Changes in Control of Registrant.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the completion of the Merger, a change in control of the Company
occurred, and the
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 above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
In connection with the Merger, each of the members of the board of directors of
the Company resigned as a director of the Company and from all committees of the
board of directors on which he or she served, effective as of the Effective
Time. Pursuant to the terms of the Merger Agreement, at the Effective Time, the
directors of Merger Sub immediately prior to the Merger became the directors of
the
In connection with the Merger, James L. Pokluda III, the Company's President and
Chief Executive Officer, and
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 and the by-laws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation ofHouston Wire & Cable Company 3.2 Amended and Restated By-Laws ofHouston Wire & Cable Company 99.1 Press Release datedJune 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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