Item 1.02 Termination of a Material Definitive Agreement.
In connection with the closing of the Merger, the aggregate amount outstanding
under the Company's Amended and Restated Credit Agreement, dated as of
A description of the material terms of the Credit Agreement is set forth in Note
9. Debt, to the Company's Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The total purchase price paid by Parent in the acquisition was approximately
The foregoing description, including the portions incorporated by reference herein, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information required by this Item 2.04 is set forth under Item 1.02 hereof 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.
In connection with the consummation of the Merger, on
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The Company intends to file with the
The information set forth in Item 2.01 (including the sections of the Proxy Statement listed therein) is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
Upon the effective time of the Merger, each issued and outstanding share of
Common Stock was canceled and ceased to exist, and holders of Common Stock
immediately prior to such effective time ceased to have any rights as
stockholders of the Company (other than their right to receive
The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company became a wholly owned subsidiary of Parent and, accordingly, a change in control of the Company occurred.
The information set forth in Item 2.01, Item 3.01 and Item 5.02 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.
Other than
In addition, in connection with the consummation of the Merger, the following persons have been appointed as the officers of the Company, with each such officer to hold office until his or her successor is duly elected or appointed and qualified in accordance with applicable law or their earlier death, incapacitation, retirement, resignation or removal:
Mark A. Rayfield President and Chief Executive OfficerJames W. Bachmann Vice PresidentEric Placidet Vice President and Chief Financial Officer John J. Sweeney III Vice President and TreasurerSteven F. Messmer Vice President - TaxNajwa Khoury Vice President - MarketingChristopher Vockrodt Vice President - FinanceDavid Briggs Vice President - SalesBruce Major Vice President - OperationsMichael Puleo SecretaryThomas Field Assistant SecretaryThomas Osborn Assistant SecretaryCraig Smith Assistant Secretary Vincent DiNenna III Assistant TreasurerDonald J. Melroy Assistant Treasurer
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the effective time of the Merger, the certificate of incorporation of the Company was amended and restated in its entirety. In addition, in connection with the Merger, the bylaws of the Company have been amended and restated in their entirety. The amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 2.1 Agreement and Plan of Merger (as it may be amended, supplemented, or otherwise modified in accordance with its terms), dated as ofNovember 12, 2019 , by and among the Company,CertainTeed Gypsum and Ceilings USA, Inc. ,Cupertino Merger Sub, Inc. , and Compagnie de Saint-Gobain S.A (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onNovember 12, 2019 ). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 104 Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed onNovember 12, 2019 is formatted in Inline XBRL (included as Exhibit 101).
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