Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Merger Consideration
Pursuant to the Merger Agreement, the Company acquired 100% of the equity of
Fuze on a cash-free, debt-free basis for approximately
At the effective time of the Merger (the "Effective Time"), each share of Common
Stock, par value
At the Effective Time, each share of Series A Prime Preferred Stock, par value
At the Effective Time, (i) each Fuze option was cancelled and extinguished without consideration, (ii) each Fuze restricted stock unit ("Fuze RSU") that was outstanding immediately prior to the Effective Time vested, if unvested, and was automatically converted into the right to receive, (a) for each share of Fuze Common Stock subject to such Fuze RSU, (I) an amount of cash equal to the Per Common Share Consideration for RSU holders that are non-accredited holders and (II) shares of Company Common Stock equal to the Common Stock Exchange Ratio (rounded down, on a holder by holder basis, to the nearest whole share of Company Common Stock) for RSU holder that are accredited holders, or (b) for each share of Fuze Preferred Stock subject to such Fuze RSU, a number of shares of Company Common Stock equal to the Series A Prime Preferred Exchange Ratio (rounded down, on a holder by holder basis, to the nearest whole share of Company Common Stock), in each case for clauses (a) and (b), net of any withholding taxes, and (iii) (a) each Fuze Common Warrant was cancelled and extinguished without consideration, and (b) each Fuze Series A Prime Preferred Warrant was, upon delivery of certain executed documentation, entitled to receive, (I) in the case of an accredited holder, a number of shares of Company Common Stock as calculated in the Merger Agreement, or (II) in the case of a non-accredited holder, an amount of cash equal to the Per Series A Prime Preferred Share Consideration (as defined in the Merger Agreement), net of the exercise price of such Fuze Series A Prime Preferred Warrant.
A portion of the aggregate merger consideration payable to certain Fuze holders was held back for purposes of the post-closing purchase price adjustment, indemnification for general matters and for certain special taxes and expenses of the Seller Agent.
Resale Registration
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The Company expects to file a resale registration statement for shares of Company Common Stock in connection with the transactions contemplated by the Merger Agreement.
Additional Information
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company on
Press Release
On
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The press release is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The press release should be read in conjunction with the statements regarding forward-looking statements, which are included in the text of the release.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) will be furnished by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibits Description 2.1* Agreement and Plan of Merger, dated as ofNovember 30, 2021 , by and among8x8, Inc. ,Eagle Merger Sub, LLC ,Fuze, Inc. andShareholder Representative Services LLC , as the Seller Agent. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onDecember 1 , 2021). 99.1 Press Release issued by8x8, Inc. , dated as ofJanuary 18, 2022 . 104 Cover Page Interactive Data File, formatted in Inline XBRL.
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
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