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 herein by reference.
On
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 herein by reference.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
In addition, at the Effective Time, pursuant to the applicable Company stock incentive plan, each (i) restricted stock unit award covering shares of Common Stock ("Company RSU"), (ii) deferred stock unit award covering shares of Common Stock ("Company DSU"), (iii) option to purchase shares of Common Stock ("Company Option"), and (iv) restricted stock award (the "Company Restricted Stock" and together each Company RSU, Company DSU and Company Option, the "Company Compensatory Award"), that was outstanding and unvested immediately prior to the Effective Time became vested and was settled in cash, without interest, in an amount equal to the product of (x) the aggregate number of shares of Common Stock subject to each such Company Compensatory Award as of the Effective Time and (y) the excess, if any, of the Merger Consideration over any per share exercise or purchase price of such Company Compensatory Award immediately prior to such cancellation.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the
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The Common Stock ceased trading on the NYSE effective prior to the opening of
trading on the Closing Date. After the effectiveness of the Form 25, the Company
intends to file with the
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 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, at the Effective Time, the Company became a wholly-owned subsidiary of Parent and, accordingly, a change in control of the Company occurred.
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 herein by reference.
In accordance with the terms of the Merger Agreement, as of the Effective Time,
the following persons became directors of the Company:
In accordance with the terms of the Merger Agreement, effective upon the consummation of the Merger, the officers of the Company immediately prior to the Effective Time continue to be the officers of the Company.
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 herein by reference.
As of the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
As of the Effective Time, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
Item 8.01. Other Events.
On the Closing Date, the Company issued a press release announcing the consummation of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Amended and Restated Agreement and Plan of Merger, dated as ofAugust 26, 2022 , amongHill International, Inc. ,Global Infrastructure Solutions Inc. andLiberty Acquisition Sub Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onAugust 29, 2022 ). 3 Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation ofHill International, Inc. 3.2 Amended and Restated Bylaws ofHill International, Inc. 99.1 Press Release datedDecember 27, 2022 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
* The Company Disclosure Schedule and other Schedules attached to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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