Item 8.01. Other Events.
On January 25, 2021, Butterfly Network, Inc. ("Butterfly") issued a press
release announcing the resignation of its current chief executive officer and
director, Laurent Faracci, and the appointment of Todd Fruchterman as president,
chief executive officer and director. A copy of Butterfly's release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Information about the Business Combination and Where to Find It
In connection with the proposed business combination between Longview
Acquisition Corp. ("Longview") and Butterfly Network, Inc. (the "Business
Combination"), Longview has filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 (the "Registration Statement"),
which includes a preliminary proxy statement/prospectus and, as amended, will
include a definitive proxy statement/prospectus, and certain other related
documents, which will be both the proxy statement to be distributed to holders
of shares of Longview's common stock in connection with Longview's solicitation
of proxies for the vote by Longview's stockholders with respect to the Business
Combination and other matters as may be described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities of
Longview to be issued in the Business Combination. Longview's stockholders and
other interested persons are advised to read the preliminary proxy
statement/prospectus included in the Registration Statement and the amendments
thereto and the definitive proxy statement/prospectus when available, as well as
other documents filed with the SEC in connection with the proposed Business
Combination, as these materials will contain important information about the
parties to the Business Combination Agreement, Longview and the proposed
Business Combination. After the Registration Statement is declared effective,
the definitive proxy statement/prospectus and other relevant materials for the
proposed Business Combination will be mailed to stockholders of Longview as of
January 15, 2021, the record date established for voting on the proposed
Business Combination, and other matters as may be described in the Registration
Statement. Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy statement/prospectus, and other
documents filed with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC's web site at www.sec.gov, or by
directing a request to: Longview Acquisition Corp., 767 Fifth Avenue, 44th
Floor, New York, NY 10153, Attention: Mark Horowitz, Chief Financial Officer or
to info@longviewacquisition.com.
Participants in the Solicitation
Longview and its directors and executive officers may be deemed participants in
the solicitation of proxies from Longview's stockholders with respect to the
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in Longview is contained in the
Registration Statement for the Business Combination, and will be available free
of charge at the SEC's web site at www.sec.gov, or by directing a request to
Longview Acquisition Corp., 767 Fifth Avenue, 44th Floor, New York, NY 10153,
Attention: Mark Horowitz, Chief Financial Officer or to
info@longviewacquisition.com. Additional information regarding the interests of
such participants is contained in the Registration Statement.
Butterfly and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Longview in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the Business
Combination is contained in the Registration Statement.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
Exhibit No. Description
99.1 Press Release Dated January 25, 2021
The exhibits to this Current Report on Form 8-K may contain hypertext links to
information on our website or other parties' websites. The information on our
website and other parties' websites is not incorporated by reference into this
Current Report on Form 8-K and does not constitute a part of this Form 8-K.
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