COVISINT
CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Michigan
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001-36088
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26-2318591
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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26533 Evergreen Road, Suite 500
Southfield, MI
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48076
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(Address of Principal Executive Offices)
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(Zip Code)
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(248) 483-2000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Introductory Note.
As previously disclosed in the Current Report on Form 8-K filed by Covisint Corporation, a Michigan corporation (the
Company
), with
the U.S. Securities and Exchange Commission (the
SEC
) on June 5, 2017, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
), dated as of June 5, 2017, with Open
Text Corporation, a Canadian corporation (
OpenText
), and Cypress Merger Sub, Inc., a Michigan corporation and wholly owned subsidiary of OpenText (
Merger Sub
), providing for, subject to the terms
and conditions set forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the
Merger
), with the Company surviving as a wholly owned subsidiary of OpenText. On July 26, 2017, OpenText
completed its acquisition of the Company pursuant to the Merger Agreement and the Company became a wholly owned subsidiary of OpenText.
At the effective
time of the Merger (the
Effective Time
), each outstanding share of the Companys common stock, no par value per share (
Company Common Stock
), (other than shares owned by the Company or any of
its subsidiaries or OpenText or any of its subsidiaries (including Merger Sub), which shall be cancelled) was automatically converted into the right to receive $2.45 in cash, less applicable withholding taxes, if any (the
Merger
Consideration
).
As of the Effective Time, all Company Options (as defined in the Merger Agreement), Other Company Equity Based Awards (as
defined in the Merger Agreement), Company Restricted Stock Awards (as defined in the Merger Agreement) and Company RSUs (as defined in the Merger Agreement) that were outstanding immediately prior to the Effective Time, whether vested or unvested,
were cancelled by virtue of the Merger, without any action on the part of the holders thereof. Holders of vested Company Options and Other Company Equity Based Awards are entitled to receive a cash payment equal to the product of (1) the
excess, if any, of the Merger Consideration over the exercise price of such Company Option or Other Company Equity Based Award and (2) the number of shares of Common Stock that may be acquired upon exercise of such Company Option or the number
of shares subject to such Other Company Equity Award, as applicable, immediately prior to the Effective Time (the
Option and Other Company Equity Based Award Consideration
). Holders of unvested Company Options or Other
Company Equity Based Awards are entitled to receive an amount in cash equal to the Option and Other Company Equity Based Award Consideration, subject to ongoing vesting requirements. Holders of Company Restricted Stock Awards and Company RSUs are
entitled to the Merger Consideration in respect of each share underlying such Company Restricted Stock Award or Company RSU, subject to ongoing vesting requirements.
The total purchase price paid was approximately $103 million, without giving effect to related transaction fees and expenses. The funds used to consummate the
Merger were funded by cash on hand.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to, and qualified in
its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on June 5, 2017 and the terms of which are incorporated herein by reference.
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The information provided in the Introductory Note
to this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
July 26, 2017, in connection with the consummation of the Merger, the Company notified The NASDAQ Global Select Market (the
NASDAQ
) that each outstanding share of Company Common Stock was cancelled and converted into
the right to receive the Merger Consideration, and requested that the trading of Company Common Stock on the NASDAQ be suspended prior to market open on July 27, 2017. In addition, the Company requested that the NASDAQ file with the SEC a
notification of removal from listing on Form 25 to delist Company Common Stock from the NASDAQ and to deregister Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
). The delisting and deregistration will be effective on the tenth day following the filing of a Form 25 with the SEC.
The Company
intends to file with the SEC a Form 15 notification of suspension of the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note
and Item 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
In connection with the Merger and at the
Effective Time, holders of Company Common Stock immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01.
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Changes in Control of Registrant.
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The information set forth in the Introductory Note of this Current
Report on Form 8-K is incorporated by reference in this Item 5.01.
In connection with the Merger and at the Effective Time, a change of control of
the Company occurred and the Company became a wholly owned subsidiary of OpenText.
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 Merger, each of Bernard
M. Goldsmith, William O. Grabe, Lawrence David Hansen, Samuel M. Inman, III, Andreas Mai, John F. Smith and Jonathan Yaron resigned from his respective position as a member of the Companys board of directors (the
Board
), and any committee thereof, effective as of the Effective Time. Immediately following the Effective Time and in accordance with the Companys bylaws, the following directors were appointed to the Board: John
Doolittle and Gordon Davies.
In connection with the Merger, Samuel M. Inman, III and Enrico Digirolamo left their respective positions as executive
officers of the Company. John Doolittle became President and Treasurer of the Company, and Gordon Davies became Secretary of the Company.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the terms of the
Merger Agreement, at the Effective Time, the Companys articles of incorporation were amended and restated in their entirety. The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company are attached hereto
as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
A copy of the press release, dated July 26, 2017, announcing the completion of the
Merger pursuant to the Merger Agreement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger, dated as of June 5, 2017, among Covisint Corporation, Open Text Corporation and Cypress Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Covisint
Corporation with the SEC on June 5, 2017).*
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3.1
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Amended and Restated Certificate of Incorporation of Covisint Corporation.
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3.2
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Amended and Restated Bylaws of Covisint Corporation.
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99.1
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Press Release, dated July 26, 2017.
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*
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Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the
SEC.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Covisint Corporation
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By:
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/s/ John Doolittle
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John Doolittle
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President
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Dated: July 26, 2017
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COVISINT CORP (NASDAQ:COVS)
過去 株価チャート
から 5 2024 まで 6 2024
COVISINT CORP (NASDAQ:COVS)
過去 株価チャート
から 6 2023 まで 6 2024