Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Concurrently with the closing of the Merger, the Company terminated all
revolving credit commitments outstanding under the Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.
On
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, (a) each option to purchase a share of Common Stock and
each stock appreciation right granted under the Company's stock plans that was
outstanding immediately prior to the Effective Time became fully vested and was
converted into the right to receive a cash payment equal to the Merger
Consideration, net of the exercise price, (b) each restricted stock unit that
was granted prior to
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The description of the Merger and the Merger Agreement 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 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 of this Current Report is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report 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 Company became a wholly owned subsidiary of Parent. Parent funded the acquisition through cash with the support of Siemens Healthineers AG.
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 and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
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In accordance with the terms of the Merger Agreement, all directors of the Company prior to the Effective Time ceased to be directors of the Company effective as of the Effective Time. No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the directors of Merger Sub immediately prior to
the Effective Time,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation, as amended, of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time (the "Certificate of Incorporation"). In addition, at the Effective Time, the Amended and Restated By-laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the Bylaws of Merger Sub as in effect immediately prior to the Effective Time (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofAugust 2, 2020 , by and amongSiemens Healthineers Holding I GmbH ,Falcon Sub Inc. ,Varian Medical Systems, Inc. and, with respect to certain provisions,Siemens Medical Solutions USA, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onAugust 3, 2020 ).* 3.1 Amended and Restated Certificate of Incorporation ofVarian Medical Systems, Inc. 3.2 Amended and Restated Bylaws ofVarian Medical Systems, Inc. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
* The schedules to the Merger Agreement have been omitted from this filing
pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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