Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
This Amendment No. 1 on Form 8-K/A (this "Amended 8-K") is being filed as an
amendment to the Current Report on Form 8-K filed by the Company with the
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has
provided
Item 8.01 Other Events
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
As previously disclosed, on
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities law. Such statements are based upon current
plans, estimates and expectations of the management of Ouster, Inc. ("Ouster")
and
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assumptions underlying any of the foregoing, are forward-looking statements.
Important factors that could cause actual results to differ materially from
Ouster's and Velodyne's plans, estimates or expectations could include, but are
not limited to: (i) the risk that the proposed transaction may not be completed
in a timely manner or at all, which may adversely affect Ouster's and Velodyne's
businesses and the price of their respective securities; (ii) uncertainties as
to the timing of the consummation of the proposed transaction and the potential
failure to satisfy the conditions to the consummation of the proposed
transaction, including obtaining stockholder and regulatory approvals; (iii) the
proposed transaction may involve unexpected costs, liabilities or delays;
(iv) the effect of the announcement, pendency or completion of the proposed
transaction on the ability of Ouster or Velodyne to retain and hire key
personnel and maintain relationships with customers, suppliers and others with
whom Ouster or Velodyne does business, or on Ouster's or Velodyne's operating
results and business generally; (v) Ouster's or Velodyne's respective businesses
may suffer as a result of uncertainty surrounding the proposed transaction and
disruption of management's attention due to the proposed transaction; (vi) the
outcome of any legal proceedings related to the proposed transaction or
otherwise, or the impact of the proposed transaction thereupon; (vii) Ouster or
Velodyne may be adversely affected by other economic, business, and/or
competitive factors; (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
and the proposed transaction; (ix) restrictions during the pendency of the
proposed transaction that may impact Ouster's or Velodyne's ability to pursue
certain business opportunities or strategic transactions; (x) the risk that
Ouster or Velodyne may be unable to obtain governmental and regulatory approvals
required for the proposed transaction, or that required governmental and
regulatory approvals may delay the consummation of the proposed transaction or
result in the imposition of conditions that could reduce the anticipated
benefits from the proposed transaction or cause the parties to abandon the
proposed transaction; (xi) risks that the anticipated benefits of the proposed
transaction or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the impact of
legislative, regulatory, economic, competitive and technological changes;
(xiii) risks relating to the value of the Ouster shares to be issued in the
proposed transaction; (xiv) the risk that integration of the proposed
transaction post-closing may not occur as anticipated or the combined company
may not be able to achieve the growth prospects and synergies expected from the
proposed transaction, as well as the risk of potential delays, challenges and
expenses associated with integrating the combined company's existing businesses;
(xv) exposure to inflation, currency rate and interest rate fluctuations and
risks associated with doing business locally and internationally, as well as
fluctuations in the market price of Ouster's and Velodyne's traded securities;
(xvi) the impact of the COVID-19 pandemic on Ouster's and Velodyne's business
and general economic conditions; (xvii) the market for and adoption of lidar and
related technology and the combined company's ability to compete in a market
that is rapidly evolving and subject to technological developments; (xviii) the
impact of cost increases and supply chain shortages in the components needed for
the production of lidar products and related technology; and (xix) the
unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, as well as Ouster's and
Velodyne's response to any of the aforementioned factors. Additional factors
that may affect the future results of Ouster and Velodyne are set forth in their
respective filings with the
Any such forward-looking statements represent management's reasonable estimates and beliefs as of the date of this document. While Ouster and Velodyne may elect to update such forward-looking statements at some point in the future, they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause their views to change.
Additional Information
In connection with the proposed transaction, Ouster and Velodyne have filed with
the
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with respect to shares of Ouster's common stock to be issued in the proposed
transaction (as amended and supplemented from time to time, the "Joint Proxy
Statement/Prospectus"). Velodyne and Ouster commenced mailing of the Joint Proxy
Statement/Prospectus to their respective stockholders on
No Offer or Solicitation
This Current Report on Form 8-K shall 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 jurisdiction 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
Participants in the Solicitation
Ouster, Velodyne and their respective directors, executive officers and certain
employees and other persons may be deemed to be participants in the solicitation
of proxies from the stockholders of Ouster and Velodyne in connection with the
proposed transaction. Securityholders may obtain information regarding the
names, affiliations and interests of Ouster's directors and executive officers
in Ouster's Annual Report on Form 10-K for the fiscal year ended
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 17.1* Resignation Letter fromMichael Dee to the Board of Directors, datedJanuary 23, 2023 17.2 Letter fromMichael Dee to the Board of Directors, datedJanuary 23, 2022 17.3 Letter fromVirginia Boulet , Chairperson of the Board, toMichael Dee , datedJanuary 26, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Previously filed.
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