Page 5 of 7 – SEC Filing
The following constitutes Amendment No.2 to the Schedule 13D filed
by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 is hereby amended to add the following: | |
| On December 27, 2017, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Newco. | |
| At the Effective Time, each Share outstanding as of immediately prior to the Effective Time, subject to certain exceptions, was cancelled and extinguished and automatically converted into the right to receive the Merger Consideration. Immediately prior to the Effective Time, the Elliott Funds contributed their Shares to Newco for cancellation at the Effective Time for no consideration. | |
| The Voting Agreement terminated in accordance with its terms upon the consummation of the Merger. | |
| Pursuant to the Merger Agreement, at the Effective Time, each of the former members of the Board of Directors of the Issuer resigned, and Jesse Cohn and Isaac Kim, who were the directors of Merger Sub immediately prior to the Effective Time, became the sole directors of the Issuer. The officers of the Issuer immediately prior to the Effective Time continued as officers of the Issuer following the Merger. | |
| At the Effective Time, the Issuer’s certificate of incorporation, as in effect immediately prior to the Merger, was amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub, and Merger Sub’s bylaws, as in effect immediately prior to the Merger, became the bylaws of the Issuer. | |
| Upon the closing of the Merger, the shares of Common Stock that previously traded under the ticker symbol “GIMO”, ceased trading on, and were delisted from, the New York Stock Exchange. In addition, the shares will be deregistered under the Securities Exchange Act of 1934, as amended. | |
| The foregoing description of the Merger Agreement, the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Voting Agreement, which were filed by the Issuer as Exhibit 2.1 and 99.1, respectively, to the Issuer’s Current Report on Form 8-K filed on October 26, 2017. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER
| |
| Items 5(a), (c) and (e) are hereby amended and restated as follows: | ||
| (a) As a result of the consummation of the Merger on December 27, 2017, as of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 0% of the shares of Common Stock outstanding. Elliott, Elliott International and EICA will indirectly retain a controlling interest in the Issuer. | ||
| The aggregate percentage of Common Stock reported owned by each person named herein is based upon 0 shares of Common Stock outstanding immediately following the consummation of the Merger, as disclosed directly to the Reporting Persons by the Issuer. | ||
| As of the date hereof, Elliott beneficially owned 0 shares of Common Stock, constituting 0% of the shares of Common Stock outstanding. | ||
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