Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the terms of the Merger Agreement, on
Prior to the Effective Time, each then-outstanding stock option with respect to shares of SDI Common Stock was cancelled, and each outstanding award of shares of SDI Common Stock granted under the Plan that was unvested or subject to a risk of forfeiture and awards of restricted stock units relating to shares of SDI Common Stock granted under the Plan was vested.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger, the Company notified the New York Stock Exchange
American ("NYSE American") on
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.01. Change in Control of Registrant.
The information provided in Item 2.01 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 Directors; Compensatory Arrangements of Certain Officers.
In connection with the Merger and as of the Effective Time, each of the individuals listed below ceased serving as an executive officer or director of the Company:
Gregory H.A. Baxter Executive Chairman and Interim Chief Executive OfficerEdward J. Sweeney Interim Chief Financial Officer and TreasurerBradford A. Tobin General Counsel and SecretaryDavid Glazek DirectorThomas F. Helms , Jr. DirectorDavid M. Wurzer DirectorArnold Zimmerman Director
Item 9.01. Financial Statements and Exhibits.
The following document has been filed as an exhibit to this report and is incorporated by reference herein as described above.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as ofApril 7, 2020 , by and among the Company, TPB and Merger Sub (incorporated by referenced to Exhibit 2.1 to the Company's Form 8-K filed onApril 8, 2020 ).*
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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