Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
Termination of the Credit Agreement
Concurrently with the closing of the Merger, the Company terminated and repaid
in full all outstanding obligations under the Credit Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 7.01 of this Current Report is incorporated herein by reference.
At the Effective Time, each share of common stock,
At or immediately prior to the Effective Time, each of the Company's outstanding stock options had an exercise price per share equal to or greater than the Per Share Price and was therefore canceled without payment.
At or immediately prior to the Effective Time, the Company's equity-based awards were treated in the following manner:
· Each outstanding share of restricted stock of the Company vested in full and
was converted into the right to receive the Per Share Price.
· Each outstanding restricted stock unit of the Company (a "Company RSU") that
was granted prior to the date of the Merger Agreement was canceled and converted into the right to receive an amount in cash equal to the Per Share Price multiplied by the number of shares of Company Common Stock subject to such Company RSU.
· Each outstanding Company RSU that was subject to performance-based vesting
conditions (a "Company PSU") that was granted prior to the date of the Merger Agreement was canceled and converted into the right to receive an amount in cash equal to the Per Share Price multiplied by the total number of shares of Company Common Stock subject to such Company PSU, with the number of vested Company PSUs calculated by theLeadership Development and Compensation Committee of the Board of Directors of the Company (the "Company Board") in accordance with the terms of the applicable Company stock plan and award agreement governing such Company PSUs.
· Each outstanding Company RSU that was granted on or after the date of the
Merger Agreement (a "Company Interim RSU") was assumed by Parent and converted into a restricted stock unit of Parent (each, an "Assumed RSU") with respect to a number of shares of common stock of Parent (the "Parent Common Stock") (rounded down to the nearest whole share) that was equal to the number of shares of Company Common Stock subject to such Company Interim RSU immediately prior to the Effective Time multiplied by the quotient obtained by dividing (a) the Per Share Price by (b) the average closing price per share of Parent Common Stock on the NYSE (as defined below) for the ten trading-day period ending on the trading day preceding the date of the closing of the Merger. Each such Assumed RSU remains subject to the vesting schedule that was applicable to such Company Interim RSU and the other terms and conditions applicable to such Company Interim RSU as in effect immediately prior to the closing of the Merger.
· Each outstanding Company PSU that was granted on or after the date of the
Merger Agreement (a "Company Interim PSU") was canceled and exchanged for a Company Interim RSU with respect to a number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to such Company Interim PSU with respect to target performance (on a one-for-one basis), and with the same remaining time-based vesting schedule that would have been applicable had the Company Interim PSU been initially granted as a Company Interim RSU, and such award was treated as a Company Interim RSU as described above.
The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
On
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 is incorporated by reference into this Item 3.03.
At the Effective Time, the holders of Company Common Stock immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Per Share Price in accordance with the terms of the Merger Agreement).
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of HP. HP funded the acquisition through a combination of cash on hand and debt financing.
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 Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
In connection with the consummation of the Merger,
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement,
In connection with the consummation of the Merger,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.
At the Effective Time, the restated certificate of incorporation of the Company that was in effect immediately prior to the Effective Time was amended and restated to be in the form of Exhibit A to the Merger Agreement (the "Certificate of Incorporation"). In addition, 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 to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (the "Bylaws"). Copies of the Certificate of Incorporation and the Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 25, 2022 , amongPlantronics, Inc. , HP Inc., andPrism Subsidiary Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with theSEC onMarch 28, 2022 )* 3.1 Amended and Restated Certificate of Incorporation ofPlantronics, Inc. 3.2 Amended and Restated Bylaws ofPlantronics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of
Regulation S-K.
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