Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger (defined below), on
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of the common stock, par value
At the Effective Time, each option to purchase shares of Common Stock outstanding immediately prior to the Effective Time, regardless of whether then vested or unvested, was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the applicable per-share exercise price of such option, less applicable withholding taxes.
The foregoing description of the Merger Agreement and the Merger is not complete
and is subject to and entirely qualified by reference to the full text of the
Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed with the
The Merger Agreement has been incorporated by reference as an exhibit to this report to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger,
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in Items 2.01, 3.01, and 5.03 is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent. The disclosure set forth in Item 2.01 is incorporated herein by reference.
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 consummation of the Merger, (i) all of the members of the
board of directors of the Company immediately prior to the Effective Time ceased
to be directors of the Company at the Effective Time and (ii) each of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be as set forth in the form attached hereto as Exhibit 3.1. As of the Effective Time, the Bylaws of the Merger Sub that were in effect immediately before the Effective Time became the Bylaws of the Company, in the form attached hereto as Exhibit 3.2.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger amongAstea International Inc. , IFSAmericas, Inc. , andIFS Amber, Inc. , datedOctober 7, 2019 , incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onOctober 8, 2019 3.1 Amended and Restated Certificate of Incorporation ofAstea International Inc. 3.2 Bylaws ofAstea International Inc. 99.1 Press Release, datedDecember 10, 2019 , issued byAstea International Inc. andIFS Americas, Inc.
© Edgar Online, source