Item 5.07. Submission of Matters to a Vote of Security Holders.
The information disclosed in Item 8.01 below is incorporated herein by
reference.
Item 8.01. Other Events.
On February 3, 2023, Velodyne Lidar, Inc. ("Velodyne") convened a special
meeting of stockholders (the "Special Meeting").
Velodyne adjourned the Special Meeting without any business being conducted, in
order to allow Velodyne's stockholders additional time to consider and vote on
the proposals set forth in Velodyne's definitive proxy statement filed with the
U.S. Securities and Exchange Commission (the "SEC") on December 8, 2022, as
supplemented by Velodyne's Current Reports on Form 8-K as filed with the SEC on
January 13, 2023, January 27, 2023, January 31, 2023 and February 2, 2023 (the
"Proxy Statement").
The adjourned Special Meeting will reconvene on February 10, 2023 at 9:00 a.m.
Pacific Time, to be held virtually, at the Velodyne special meeting website,
https://www.virtualshareholdermeeting.com/VLDR2023SM.
The close of business on December 5, 2022 will continue to be the record date
for the determination of stockholders of Velodyne entitled to vote at the
Special Meeting. Stockholders of Velodyne who have previously submitted their
proxy or otherwise voted and who do not want to change their vote do not need to
take any action.
No changes have been made to the proposals to be voted on by stockholders at the
Special Meeting. Velodyne encourages all of its stockholders to read the Proxy
Statement, which is available free of charge on the SEC's website at
www.sec.gov.
During the period of adjournment, Velodyne will continue to solicit votes from
its stockholders with respect to the proposals set forth in the Proxy Statement.
Velodyne encourages all stockholders who have not yet voted to do so promptly.
On February 3, 2023, Velodyne issued a press release announcing the adjournment
of the Special Meeting. A copy of the press release is furnished hereto as
Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities law. Such statements are based upon current
plans, estimates and expectations of the management of Velodyne and Ouster, Inc.
("Ouster") that are subject to various risks and uncertainties that could cause
actual results to differ materially from such statements. The inclusion of
forward-looking statements should not be regarded as a representation that such
plans, estimates and expectations will be achieved. Words such as "anticipate,"
"expect," "project," "intend," "believe," "may," "will," "should," "plan,"
"could," "continue," "target," "contemplate," "estimate," "forecast,"
"guidance," "predict," "possible," "potential," "pursue," "likely," and words
and terms of similar substance used in connection with any discussion of future
plans, actions or events identify forward-looking statements. All statements,
other than historical facts, including statements regarding the format and
timing of the Special Meeting; the expected timing of the closing of the
proposed transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; the expected benefits of
the proposed transaction; the cash position of the combined company; the
competitive ability and position of the combined company; and any assumptions
underlying any of the foregoing, are forward-looking statements. Important
factors that could cause actual results to differ materially from Ouster's and
Velodyne's plans, estimates or expectations could include, but are not limited
to: (i) the risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect Ouster's and Velodyne's businesses
and the price of their respective securities; (ii) uncertainties as to the
timing of the consummation of the proposed transaction and the potential failure
to satisfy the conditions to the consummation of the proposed transaction,
including obtaining stockholder and regulatory approvals; (iii) the proposed
transaction may involve unexpected costs, liabilities or delays; (iv) the effect
of the announcement, pendency or completion of the proposed transaction on the
ability of Ouster or Velodyne to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom Ouster or Velodyne
does business, or on Ouster's or Velodyne's operating results and business
generally; (v) Ouster's or Velodyne's respective businesses may suffer as a
result of uncertainty surrounding the proposed transaction and disruption of
management's attention due to the proposed transaction; (vi) the outcome of any
legal
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proceedings related to the proposed transaction or otherwise, or the impact of
the proposed transaction thereupon; (vii) Ouster or Velodyne may be adversely
affected by other economic, business, and/or competitive factors; (viii) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement and the proposed transaction;
(ix) restrictions during the pendency of the proposed transaction that may
impact Ouster's or Velodyne's ability to pursue certain business opportunities
or strategic transactions; (x) the risk that Ouster or Velodyne may be unable to
obtain governmental and regulatory approvals required for the proposed
transaction, or that required governmental and regulatory approvals may delay
the consummation of the proposed transaction or result in the imposition of
conditions that could reduce the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed transaction; (xi) risks
that the anticipated benefits of the proposed transaction or other commercial
opportunities may otherwise not be fully realized or may take longer to realize
than expected; (xii) the impact of legislative, regulatory, economic,
competitive and technological changes; (xiii) risks relating to the value of the
Ouster shares to be issued in the proposed transaction; (xiv) the risk that
integration of the proposed transaction post-closing may not occur as
anticipated or the combined company may not be able to achieve the growth
prospects and synergies expected from the proposed transaction, as well as the
risk of potential delays, challenges and expenses associated with integrating
the combined company's existing businesses; (xv) exposure to inflation, currency
rate and interest rate fluctuations and risks associated with doing business
locally and internationally, as well as fluctuations in the market price of
Ouster's and Velodyne's traded securities; (xvi) the impact of
the COVID-19 pandemic on Ouster's and Velodyne's business and general economic
conditions; (xvii) the market for and adoption of lidar and related technology
and the combined company's ability to compete in a market that is rapidly
evolving and subject to technological developments; (xviii) the impact of cost
increases and supply chain shortages in the components needed for the production
of lidar products and related technology; and (xix) the unpredictability and
severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Ouster's and Velodyne's
response to any of the aforementioned factors. Additional factors that may
affect the future results of Ouster and Velodyne are set forth in their
respective filings with the SEC, including each of Ouster's and Velodyne's most
recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are
available on the SEC's website at www.sec.gov. See in particular Ouster's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 in Part I, Item
1A, "Risk Factors," as updated by Ouster's most recent Quarterly Report on
Form 10-Q in Part II, Item 1A, "Risk Factors" and Velodyne's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2022, in Part II, Item 1A, "Risk
Factors." The risks and uncertainties described above and in the SEC filings
cited above are not exclusive and further information concerning Ouster and
Velodyne and their respective businesses, including factors that potentially
could materially affect their respective businesses, financial conditions or
operating results, may emerge from time to time. Readers are urged to consider
these factors carefully in evaluating these forward-looking statements, and not
to place undue reliance on any forward-looking statements.
Any such forward-looking statements represent management's reasonable estimates
and beliefs as of the date of this document. While Ouster and Velodyne may elect
to update such forward-looking statements at some point in the future, they
disclaim any obligation to do so, other than as may be required by law, even if
subsequent events cause their views to change.
Additional Information
In connection with the proposed transaction, Ouster and Velodyne have filed with
the SEC, and the SEC has declared effective on December 8, 2022, a registration
statement on Form S-4 (File No. 333-268556), as amended, that includes a joint
proxy statement of Ouster and Velodyne and also constitutes a prospectus with
respect to shares of Ouster's common stock to be issued in the proposed
transaction (as amended and supplemented, the "Joint Proxy
Statement/Prospectus"). Velodyne and Ouster commenced mailing of the Joint Proxy
Statement/Prospectus to their respective stockholders on December 9, 2022 and
December 14, 2022, respectively. This communication is not a substitute for the
Joint Proxy Statement/Prospectus or any other document which Ouster or Velodyne
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Exhibit Description
99.1 Press Release dated February 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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