Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
In connection with the consummation of the Merger, the Company notified
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, as a result of the Merger, each holder of Class A Common Stock that was issued and outstanding immediately prior to the Effective Time or resulted from the Exchange ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration (except in the case of the Non-Paid Shares).
The information set forth in the Introductory Note, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Merger, Parent became the beneficial owner of all of the capital stock of the Company and the Company became a wholly owned subsidiary of Parent.
The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 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.
Pursuant to the Merger Agreement, at the Effective Time,
Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of
The results of the Company stockholder vote taken at the Special Meeting, by proposal, were as follows:
Proposal 1 - Merger Proposal For Against Abstentions Broker Non-Votes 19,059,477 258,077 14,063 0
Proposal 2 - Compensation Proposal
For Against Abstentions Broker Non-Votes 17,245,552 1,960,608 125,457 0
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation ofThe Habit Restaurants, Inc. 3.2 Amended and Restated Bylaws ofThe Habit Restaurants, Inc.
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