Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, on
At the Effective Time, each common share of Diamond S (the "Diamond S Common Shares") issued and outstanding immediately prior to the Effective Time (excluding Diamond S Common Shares owned by Diamond S, the INSW, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) were cancelled in exchange for the right to receive 0.55375 of a share of common stock of INSW (the "INSW Common Stock") and any cash payable in respect of fractional shares. The Diamond S restricted stock units and restricted stock that were not vested as of the Effective Time did not vest as a result of the Merger, were assumed by INSW and converted into restricted stock units or restricted shares with respect to INSW Common Stock, on the same general terms and conditions under the applicable Diamond S plans and award agreements in effect immediately prior to the Effective Time, after giving effect to the exchange ratio and appropriate adjustments to reflect the consummation of the Merger.
The foregoing description of the Merger does not purport to be complete and is
subject to, and qualified in its entirety, by reference to the Merger Agreement,
which was attached as Exhibit 2.1 to Diamond S's Current Report on Form 8-K/A
filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard.
On
Item 3.03 Material Modifications to Rights of Security Holders.
At the Effective Time, the Diamond S shareholders as of immediately prior to the completion of the Merger ceased to have any rights with respect to Diamond S Common Shares, except for the right to receive 0.55375 of a share of INSW Common Stock and any cash payable in respect of fractional shares. Certain rights of Diamond S shareholders changed as a result of the Merger, as described in the Joint Proxy Statement/Prospectus under the section titled "Comparison of the Rights of Stockholders" beginning on page 163, which descriptions are incorporated in their entirety herein by reference.
The information set forth under Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, Diamond S became a wholly-owned subsidiary of INSW as of the Effective Time and immediately following the Effective Time, became a wholly-owned subsidiary of ISOC following the completion of the Contribution. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, in accordance with the terms of the Merger Agreement, all
of the directors of Diamond S ceased serving as directors of Diamond S or as
members of any and all committees of Diamond S's board of directors. The
departures were not due to any disagreement with Diamond S regarding any matter
related to Diamond S's operations, policies or practices. In connection with the
Merger,
As contemplated by the Merger Agreement, the board of directors of INSW voted to
expand the size of the board from eight members to ten members. To fill the
vacancies resulting from the increased size of the board of directors of the
combined company and the voluntary resignation of a director of the INSW board
of directors prior to the Effective Time,
Also at the Effective Time, in accordance with the terms of the Merger Agreement, all of the officers of Diamond S ceased serving as officers of Diamond S. The departures were not due to any disagreement with Diamond S regarding any matter related to Diamond S's operations, policies or practices.
In addition, in connection with the consummation of the Merger, the following persons have been appointed as the officers of Diamond S, with each such officer to hold office until his or her successor is duly elected or appointed and qualified in accordance with applicable law or their earlier death, incapacitation, retirement, resignation or removal:
Name OfficeLois K. Zabrocky President Jeffrey D. Pribor Vice President and TreasurerWilliam F. Nugent Vice PresidentDerek G. Solon Vice PresidentJames D. Small III Vice President and Secretary
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Amended and Restated Articles of Incorporation of Diamond S and the Bylaws of Diamond S are amended and restated in accordance with the Merger Agreement. The amended and restated certificate of incorporation of Diamond S and the amended and restated bylaws of Diamond are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 30, 2021 , by and among INSW, Diamond S and Merger Sub (incorporated by reference to Exhibit 2.1 on Current Report on Form 8-K/A filed with theSEC onApril 7, 2021 ) 3.1 Amended and Restated Articles of Incorporation of Diamond S 3.2 Amended and Restated Bylaws of Diamond S
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