Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. To adopt the Merger Agreement and the merger transaction to be effected in accordance with the Merger Agreement (the "Merger Proposal"). The Merger Proposal was approved by the following vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 4,772,144 163,436 0 0 2. To approve, by non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the merger transaction to be effected in accordance with the Merger Agreement (the "Advisory Compensation Proposal"). The Advisory Compensation Proposal was approved by the following vote: FOR AGAINST ABSTAIN BROKER NON-VOTES 4,707,566 227,443 571 0 3. To approve and adjourn or postpone the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and approve the transactions contemplated therein at the time of the Special Meeting. Because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, a vote was not called on this proposal.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
On
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, as a result of which the Company continued as the surviving corporation and a wholly-owned subsidiary of Parent.
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of the Company's common stock (each a "Company Share"), other
than shares owned by Parent, Merger Sub, or any wholly-owned subsidiary of the
Company, or held in the Company's treasury, was cancelled and converted into the
right to receive
The foregoing description of the effects of the Merger and the Merger Agreement,
and the transactions contemplated thereby, does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed with the
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the effectiveness of the Merger on the Closing Date, a change of control of the Company occurred, and the Company became 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.
In connection with the completion of the Merger, effective as of the Effective
Time,
Forward Looking Statements
This report contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by use of
statements that include, but are not limited to, phrases such as "anticipate,"
"believe," "expect," "future," "intend," "plan," and similar expressions to
identify forward-looking statements. Forward-looking statements include, without
limitation, the satisfaction of the conditions to closing the transaction in the
anticipated timeframe or at all, the financing of the transaction, risks related
to the financing of the transaction, the effect of the announcement of the
transaction on the ability of the Company to retain and hire key personnel and
maintain relationships with its customers, suppliers, partners, and others with
whom it does business, or on its operating results and businesses generally, and
the Company's ability to increase income streams, to grow revenue and earnings.
These statements are only predictions and are subject to certain risks,
uncertainties, and assumptions, which include, but are not limited to, those
identified and described in the Company's public filings with the
Additional Information and Where to Find It
The definitive proxy statement, the preliminary proxy statement, and other
relevant materials in connection with the transaction and any other documents
filed by the Company with the
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