Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each outstanding and unexercised vested stock option, vested restricted stock unit and vested performance stock unit terminated and was converted into the right to receive from Parent an amount of cash, without interest, equal to (i) in the case of each stock option, the excess, if any, of the Merger Consideration over the exercise price of such option, and (ii) in the case of each restricted stock unit and performance stock unit, the Merger Consideration (in each case, the "Cash-Out Amount"), subject to all applicable tax withholding. At the Effective Time, each outstanding and unexercised unvested stock option, unvested restricted stock unit and unvested performance stock unit was converted into and substituted for the right to receive from Parent the applicable Cash-Out Amount for such equity award, payable in accordance with the original vesting schedule of such equity award (including any applicable terms relating to accelerated vesting of the equity award under the terms of the Company's Amended and Restated Severance and Change in Control Benefits Plan and any scheduled retention agreement, after giving effect to any applicable employment offer documents received from Parent), subject to all applicable tax withholding.
The aggregate consideration paid by Parent in the Merger was approximately
The foregoing description of the Merger and the Amended and Restated Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Merger Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the Merger, the Company notified the Nasdaq Global Select
Market ("Nasdaq") on
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger, each of Messrs. Roche,
Aldrich, Chung, Mikkelsen,
At the Effective Time and by operation of the Amended and Restated Merger
Agreement, each of Messrs. Fisher, Mikkelsen and Shah no longer serve as
officers of the Company. Immediately following the Effective Time, Messrs.
Shanmugaraj, Gavin and Murphy continued to serve as officers of the Company (as
the surviving corporation).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Amended and Restated Merger Agreement, at the Effective Time, (i) the certificate of incorporation of the Company as in effect immediately prior to the Effective Time was amended and restated in its entirety, and such amended and restated certificate of incorporation became the certificate of incorporation of the Company (as the surviving corporation) and (ii) the bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety, and such amended and restated bylaws became the bylaws of the Company (as the surviving corporation). A copy of the amended and restated certificate of incorporation and a copy of the amended and restated bylaws of the Company (as the surviving corporation) are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of the Company held on
Proposal No. 1. To adopt the Amended and Restated Merger Agreement.
This proposal was approved by the requisite vote of the Company's stockholders.
3 -------------------------------------------------------------------------------- For Against Abstain 29,189,813.14 27,376.00 76,943.00
Proposal No. 2. To approve, on a nonbinding advisory basis, the compensation that may be payable to the Company's named executive officers in connection with the Merger as reported in the Proxy Statement in the section entitled "Compensation Payable to our Named Executive Officers."
This proposal was approved by the requisite vote of the Company's stockholders. For Against Abstain 26,931,082.05 2,190,673.00 172,377.09
Proposal No. 3. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Amended and Restated Merger Agreement.
This proposal was approved by the requisite vote of the Company's stockholders, but adjournment of the Special Meeting was unnecessary because there was a quorum present and there were sufficient votes received at the time of the Special Meeting to approve the proposal to adopt the Amended and Restated Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated herein by reference.
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