Item 1.01 Entry into a Material Definitive Agreement.
The Share Repurchase Agreement
On
The consummation of the Initial Repurchase is subject to customary conditions,
and is expected to occur in
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement. A copy of the Repurchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
First Amendment to Shareholder Agreement
In connection with the entry into the Repurchase Agreement, the Company and SDC
entered into the First Amendment to Shareholder Agreement (the "Amendment"),
amending the Shareholder Agreement, dated as of
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement. A copy of the Amendment is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 3.02 Unregistered Sales of
The information required to be reported under this Item 3.02 is incorporated by reference from Item 1.01 of this Current Report on Form 8-K.
As described in Item 1.01 of this Current Report on Form 8-K, the Company issued to SDC the Common Shares upon conversion by SDC of the Preferred Shares in accordance with the Certificate of Incorporation.
The Common Shares will be issued in reliance upon an exemption from registration under federal securities laws provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the security exchanged by the Company upon conversion will be with an existing security holder and no commission or other remuneration will be paid or given directly or indirectly for soliciting such exchange.
2
--------------------------------------------------------------------------------
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Share Repurchase Agreement, dated as ofApril 5, 2021 , by and betweenSamsung Display Co., Ltd. andCorning Incorporated . 10.2 First Amendment to Shareholder Agreement, dated as ofApril 5, 2021 , by and betweenSamsung Display Co., Ltd. andCorning Incorporated . 99.1 Corning Press Release, dated as ofApril 5, 2021 . 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). 3
--------------------------------------------------------------------------------
© Edgar Online, source