Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the completion of the Merger, the
Company terminated that certain Third Amended and Restated Credit Agreement,
dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Pursuant to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each of the Company's
issued and outstanding shares of Class A common stock, par value
Pursuant to the Merger Agreement, (i) each option to purchase shares of Company Common Stock (a "Company Option") having a per share exercise price less than the Merger Consideration that was outstanding and unexercised immediately prior to the Effective Time (whether or not vested or exercisable) was fully vested and cancelled and converted into the right to receive a cash payment in an amount equal to the product of (1) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (2) the excess of the Merger Consideration over the per share exercise price of such Company Option; and (ii) each restricted stock or restricted stock unit award granted by the Company in respect of shares of Company Common Stock (a "Company Share Award") that was outstanding immediately prior to the Effective Time (whether or not vested) was fully vested, free of restrictions and cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such Company Share Award as of the Effective Time, multiplied by (2) the Merger Consideration. Any outstanding Company Option with an exercise price per share equal to or greater than the Merger Consideration was cancelled at the Effective Time without any cash payment or other consideration being made in respect of such Company Option.
The total cash consideration paid to equityholders of the Company pursuant to
the Merger Agreement was approximately
The foregoing description of the Merger and the Merger Agreement, and the
related transactions contemplated thereby, 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 is attached as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
A copy of the press release issued by the Company on the Closing Date announcing the completion of the Merger is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.01.
--------------------------------------------------------------------------------
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On the Closing Date, in connection with the closing of the Merger, the Company
notified the Nasdaq Global Select Market ("Nasdaq") that the Merger had been
consummated and requested that the trading of its Class A Common Stock on Nasdaq
be suspended and that the listing of its shares on Nasdaq be withdrawn. The
trading in shares of Class A Common Stock on Nasdaq was halted prior to the
opening of trading on the Closing Date. The Company requested Nasdaq file with
the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a 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 information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement (and not because of any disagreement with the Company), each of
As of the Closing, Messrs. Phillips and Tait became and constitute the only officers of the surviving corporation, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Effective Time, the Company's Third Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.
Copies of the Fourth Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated herein by reference.
--------------------------------------------------------------------------------
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofMay 13, 2022 , by and amongMoose Bidco, Inc. ,Moose Merger Sub, Inc. andManTech International Corporation . (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onMay 16, 2022 ). 3.1 Fourth Amended and Restated Certificate of Incorporation ofManTech International Corporation . 3.2 Fourth Amended and Restated Bylaws ofManTech International Corporation . 99.1 Press Release ofManTech International Corporation datedSeptember 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source