Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, the Company expects to repay in full, on
The aggregate payoff amount is approximately
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
Item 3.03. Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01 and Item 5.03 are incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Offer and the Merger, a change of control
of the Company occurred, and the Company is now a wholly owned subsidiary of
Parent. Immediately following the Merger, Parent expects to contribute all of
the outstanding equity of the Company to
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of the Effective Time, all of the directors of the Company resigned from the
Board of Directors. Pursuant to the Merger Agreement, as of the Effective Time,
the members of the board of directors of Sub immediately prior to the Effective
Time became the members of the board of directors of the
Pursuant to the Merger Agreement, as of the Effective Time, the officers of Sub
immediately prior to the Effective Time became the officers of the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Articles of Incorporation were amended and restated in their entirety. A copy of the Company's Amended and Restated Articles of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Bylaws were amended and restated in their entirety. A copy of the Company's Amended and Restated Bylaws are included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 9, 2019 , by and among the Company, Parent and Sub (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onDecember 9, 2019 (File No. 001-36677)).* 3.1 Amended and Restated Articles of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The Company agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the
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