Page 8 of 11 – SEC Filing
On April 1, 2017, under the terms of the Agreement, the Issuer issued 8,804,751 shares of Common Stock, including 1,933,495 shares of Common Stock to the Reporting Persons, as consideration for all of the outstanding securities of CBI and paid $19.0 million in cash to cash out options to purchase shares of CBI common stock.
Among other things, the Issuer agreed to add three CBI representatives to the Issuer’s Board of Directors, one in each of the Issuer’s three existing classes of directors; provided, however, that if the three CBI directors do not represent at least 25% of the number of Issuer directors, then the Issuer shall increase the number of CBI directors to be added to the Issuer’s Board of Directors to equal to at least 25% of the number of Issuer directors. Upon the consummation of the Merger, Mr. Mark Gormley was appointed to the Issuer’s Board of Directors.
References to, and descriptions of, the Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of the Agreement, which is included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, dated November 22, 2016.
| Item 4. | Purpose of Transaction. |
The responses to Items 3, 5 and 6 of this Statement are incorporated herein by reference.
On November 21, 2016, the Issuer entered into the Agreement with CBI, which contemplated the Merger. On April 1, 2017, the Merger was completed.
Except as otherwise contemplated herein, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended. However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives, (ii) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (iii) industry, economic and/or securities markets conditions, (iv) alternative investment opportunities, and (v) other relevant factors. Without limiting the generality of the preceding sentence, each of the Reporting Persons reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (A) purchase or otherwise acquire additional shares of Common Stock or other securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in the open market, in privately negotiated transactions or otherwise, (B) sell, transfer or otherwise dispose of Company Securities in public or private transactions, (C) cause Company Securities to be distributed in kind to its investors, (D) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities, and/or (E) encourage (including, without limitation, through their designees on the Issuer’s Board of Directors and/or communications with directors, management, and existing or prospective security holders, investors or lenders, of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (i) sales or acquisitions of assets or businesses, or extraordinary corporate transactions, such as a merger (including transactions in which affiliates of the Reporting Persons may be proposed as acquirers or as a source of financing), (ii) changes to the Issuer’s capitalization or dividend policy, or (iii) other changes to the Issuer’s business or structure.
| Item 5. | Interest in Securities of the Issuer. |
The information set for in Items 3, 4 and 6 of this Statement and the cover pages of this Statement is incorporated herein by reference.
(a) and (b). The responses set forth on rows 7 through 13 of the covers pages of this Statement are incorporated herein by reference.
(c) Except as set forth in this Statement, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction in any shares of the Issuer’s Common Stock during the past 60 days.
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