Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
At the Effective Time, each of the Company's then outstanding equity awards were treated as follows: (1) each unexercised option to acquire Company Common Stock vested and was converted into the right to receive cash in an amount equal to the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such option to acquire Company Common Stock multiplied by the number of shares of Company Common Stock subject to such option; (2) each restricted stock award (other than certain non-accelerating restricted stock awards granted to the Company's named executive officers) vested and was converted into the right to receive cash in an amount equal to the Merger Consideration multiplied by the number of shares of Company Common Stock subject to such restricted stock award; and (3) each outstanding performance-based restricted stock unit award vested and was converted into the right to receive cash in an amount equal to the Per Share Merger Consideration multiplied by the maximum number of shares of Company Common Stock subject to such performance-based restricted stock unit award. The non-accelerating restricted stock awards were converted into restricted stock awards with respect to Parent common stock.
The aggregate consideration used by Parent to consummate the Merger (including
the funds required to pay for all equity securities of the Company in connection
with the Merger) was approximately
The foregoing description of the effects of the Merger and the Merger 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. A copy of the Merger Agreement was attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed with the
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 under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, the Company notified the
Additionally,
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.
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 is incorporated by reference into this Item 5.02.
Directors
In connection with the completion of the Merger (and not as a result of any
disagreement with the Company), at the Effective Time, each of the Company's
directors immediately prior to the Effective Time ceased to be directors of the
Company. In accordance with the terms of the Merger Agreement, immediately
following the Effective Time, the directors of Merger Sub immediately prior to
the Effective Time, which consisted of
Officers
In connection with the completion of the Merger (and not as a result of any
disagreement with the Company), at the Effective Time, each of the Company's
officers immediately prior to the Effective Time ceased to be officers of the
Company. In accordance with the terms of the Merger Agreement, immediately
following the Effective Time, the following became the officers of the Company:
(i)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety. A copy of such amended and restated certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
At the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. A copy of such amended and restated bylaws is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, datedDecember 5, 2021 , by and amongDel Taco Restaurants, Inc. and Jack in the Box Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed with theSEC onDecember 6, 2021 , as amended). 3.1 Amended and Restated Certificate of Incorporation ofDel Taco Restaurants, Inc. 3.2 Amended and Restated Bylaws ofDel Taco Restaurants, Inc. 99.1 Press Release, datedMarch 8, 2022 .
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