Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. As a result of the Merger, all of the issued and outstanding stock of the Company is currently owned by Parent. The Company intends to timely file with theSEC a certification on Form 15 under the Exchange Act requesting that the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended. Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration pursuant to the Merger Agreement). Item 5.01. Change in Control of Registrant. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.05. At the Effective Time, as a result of the Merger, a change in control of the Company occurred and the Company is now a wholly owned subsidiary of Parent. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Termination of Executive Employment Agreements and Entry into Release Agreements Immediately prior to the Effective Time, onNovember 19, 2021 , the Company terminated (i) that certain Amended and Restated Employment Agreement, datedJuly 6, 2018 , withJames R. McKnight , Jr. (the "McKnight Employment Agreement"), (ii) that certain Employment Agreement, datedSeptember 4, 2018 , withKerry D. Massey (the "Massey Employment Agreement"), and (iii) that certain Employment Agreement, datedMarch 2, 2020 , withRebecca B. Bodie (the "Bodie Employment Agreement," and collectively, with the McKnight Employment Agreement and the Massey Employment Agreement, the "Executive Employment Agreements"). The termination of the Executive Employment Agreements accelerates payment of the severance benefits due under such agreements. OnNovember 19, 2021 , in connection with the termination of the Executive Employment Agreements and as a condition precedent to receipt of the severance benefits due under the respective Executive Employment Agreement, the Company entered into separate Termination and Release Agreements with (i)James R. McKnight , Jr. (the "McKnight Release Agreement"), (ii)Kerry D. Massey (the "Massey Release Agreement"), and (iii)Rebecca B. Bodie (the "Bodie Release Agreement," and collectively with the McKnight Release Agreement and the Massey Release Agreement, the "Release Agreements"). The Release Agreements provide that each of Messrs. McKnight and Massey andMs. Bodie are entitled to the payments and other severance benefits set forth in Section XI of the McKnight Employment Agreement, Section XI of the Massey Employment Agreement and Section VIII.A of the Bodie Employment Agreement. Following the termination of the Executive Employment Agreements and entry into the Release Agreements, Messrs. McKnight and Massey andMs. Bodie will remain as at-will employees of the Company. McKnight Release Agreement Pursuant to the McKnight Release Agreement,Mr. McKnight has granted a general release in favor of the Company as a condition of receiving the payments and other severance benefits specified in the McKnight Release Agreement. If not revoked byMr. McKnight within seven days pursuant to his statutory right to do so unilaterally, the McKnight Release Agreement will be effective onNovember 26, 2021 . Under the terms of the McKnight Release Agreement,Mr. McKnight will receive base salary of$1,000,000 , a bonus of$702,000 , a bonus for the fiscal year endedDecember 31, 2021 of$441,096 , and other benefits of$86,600 , for total severance payments of$2,229,696 .
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Massey Release Agreement Pursuant to the Massey Release Agreement,Mr. Massey has granted a general release in favor of the Company as a condition of receiving the payments and other severance benefits specified in the Massey Release Agreement. If not revoked byMr. Massey within seven days pursuant to his statutory right to do so unilaterally, the Massey Release Agreement will be effective onNovember 26, 2021 . Under the terms of the Massey Release Agreement,Mr. Massey will receive base salary of$300,000 , a bonus for the fiscal year endedDecember 31, 2021 of$264,657 , and other benefits of$26,000 , for total severance payments of$590,657 . Bodie Release Agreement Pursuant to the Bodie Release Agreement,Ms. Bodie has granted a general release in favor of the Company as a condition of receiving the payments and other severance benefits specified in the Bodie Release Agreement. If not revoked byMs. Bodie within seven days pursuant to her statutory right to do so unilaterally, the Bodie Release Agreement will be effective onNovember 26, 2021 . Under the terms of the Bodie Release Agreement,Ms. Bodie will receive base salary of$320,000 , a bonus for the fiscal year endedDecember 31, 2021 of$282,301 , and other benefits of$43,300 , for total severance payments of$645,601 . The foregoing description of the Release Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the McKnight Release Agreement, Massey Release Agreement and Bodie Release Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein. Post-Merger Officers and Directors Notwithstanding the termination of the Executive Employment Agreements, as of the Effective Time, in accordance with the Merger Agreement, the officers of the Company immediately prior to the Merger remained in their respective positions as officers of the Company. Immediately following the Effective Time, pursuant to the terms of the Merger Agreement,Chad A. McCurdy ,Ben R. Leedle , Jr.,James R. McKnight , Jr.,Leslie K. Morgan ,Richard M. Brame ,Robert Z. Hensley , andRobert A. McCabe , Jr. ceased to be directors of the Company andEphram Lahasky ,Eran Ratner andBrian Kohn , the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company. The departure of the directors was in connection with the Merger and was not due to any disagreement or dispute with the Company on any matter. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time and in accordance with the Merger Agreement, the Certificate of Incorporation of the Company, as amended from time to time, was amended and restated as set forth in the Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 hereto and is incorporated herein by reference. Immediately after the Effective Time and in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as amended from time to time, were amended and restated as set forth in the Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and are incorporated herein by reference. The foregoing descriptions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of such amendments, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. OnNovember 18, 2021 , the Company held a special meeting of stockholders (the "Special Meeting") to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Proxy Statement. As of the close of business onOctober 5, 2021 , the record date for the Special Meeting, there were 6,949,104 shares of common stock, par value$0.01 per share, of the Company (the "Company Common Stock") outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 6,200,748 shares of Company Common Stock, representing approximately 89% of the outstanding shares of Company Common Stock entitled to vote, were present or represented by proxy, constituting a quorum to conduct business. Set forth below are the proposals, and the action taken by the Company's stockholders with respect to each proposal at the Special Meeting.
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Proposal No. 1: Approval of the Merger Proposal
Votes For Votes Against Abstentions 6,189,271 6,465 5,012
Proposal No. 2: Approval of the Advisory, Non-Binding Compensation Proposal
Votes For Votes Against Abstentions 6,153,032 38,052 9,664 Proposal No. 3: Approval of the Adjournment Proposal The proposal to approve the adjournment or postponement of the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting because sufficient votes were received to approve the adoption of the Merger Agreement. Item 7.01. Regulation FD Disclosure. OnNovember 19, 2021 , the Company issued a press release announcing adoption of the Merger Agreement by the Company's stockholders at the Special Meeting and the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Pursuant to the rules and regulations of theSEC , the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibits 2.1 † Agreement and Plan of Merger by and amongDAC Acquisitions LLC , DVCRAcquisition Corporation andDiversicare Healthcare Services, Inc. datedAugust 26, 2021 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K Filed with theSEC onAugust 27, 2021 ). 3.1 * Amended and Restated Certificate of Incorporation ofDiversicare Healthcare Services, Inc. 3.2 * Amended and Restated Bylaws ofDiversicare Healthcare Services, Inc. 10.1 * Termination and Release Agreement, datedNovember 19, 2021 , by and betweenDiversicare Healthcare Services, Inc. andJames R. McKnight , Jr. 10.2 * Termination and Release Agreement, datedNovember 19, 2021 , by and betweenDiversicare Healthcare Services, Inc. andKerry D. Massey . 10.3 * Termination and Release Agreement, datedNovember 19, 2021 , by and betweenDiversicare Healthcare Services, Inc. andRebecca B. Bodie . 99.1 * Press Release, datedNovember 19, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Registrant agrees to furnish supplementally a copy of such
schedules and exhibits, or any section thereof, to the
* Filed herewith.
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