Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Effective as of the Closing Date, the Company repaid all amounts required to be
paid to discharge the Company's existing revolving credit facility and Term Loan
B facility under its Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
In connection with the Merger, each share of common stock of the Company, par
value
Additionally, at the Effective Time:
· each option to purchase shares of Common Stock (each, a "Company Option"),
whether vested or unvested, that was outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of shares of Common Stock underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided that any such Company Option with respect to which the exercise price subject thereto was equal to or greater than the Merger Consideration was cancelled for no consideration;
· each outstanding award of Company restricted stock units, deferred restricted
stock units or performance-based restricted stock units, in each case that at such time was subject solely to service-based vesting conditions (collectively, "Company RSUs") became fully vested and was automatically cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to (x) the total number of Shares underlying such award of Company RSUs, multiplied by (y) the Merger Consideration; and
· each outstanding award of Company performance-based restricted stock units that
was subject to performance-based vesting conditions ("Company PRSUs") and
outstanding immediately prior to the Effective Time became vested as to the
number of shares of Common Stock subject to such award that would have vested
based on target level achievement of all performance targets (without
application of any modifier), and was, after giving effect to such vesting,
automatically cancelled and converted into the right to receive (without
interest) an amount in cash (less applicable tax withholdings) equal to (x) the
number of vested shares of Common Stock underlying such award, multiplied by
(y) the Merger Consideration, with the unvested portion of such Company PRSUs
cancelled for no consideration. . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
At the Effective Time, each holder of shares of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration as set forth in the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock that were held by Hanger as treasury stock or held directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Hanger, Parent or Merger Sub, (ii) shares of Common Stock that were held by stockholders who did not vote in favor of the adoption and approval of the Merger Agreement, including the Merger, or consented thereto in writing and who properly exercised and validly perfected appraisal rights for such shares in accordance with, and who complied with, Section 262 of the Delaware General Corporation Law and (iii) shares of Common Stock that were held by certain members of the Company's management team that were exchanged for equity interests in an affiliate of Parent) was cancelled and converted into the right to receive the Merger Consideration.
As a result of the consummation of the Merger, a change in control of the
Company occurred, and the Company is now a wholly owned subsidiary of Parent.
Parent is an affiliate of
The aggregate consideration paid by Parent to Company stockholders in the Merger
was approximately
2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the Merger, at the Effective Time, each member of the board
of directors of the Company ceased serving in such capacity. Pursuant to the
terms of the Merger Agreement, at the Effective Time, the directors of Merger
Sub immediately prior to the Effective Time, became the directors of the Company
immediately following the Effective Time and, as a result, the following persons
ceased to serve on the Company's board of directors as of the Effective Time:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, (i) the Company's Restated Certificate of Incorporation as in effect immediately prior to the Effective Time was amended and restated in its entirety to be the certificate of incorporation of Merger Sub and (ii) the Company's Amended and Restated By-Laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be the by-laws of Merger Sub.
Copies of the Company's Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.
Item 8.01 Other Events.
On the Closing Date, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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