Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on March 28, 2022, Purchaser
irrevocably accepted for payment all Shares validly tendered and not withdrawn
pursuant to the Offer on or prior to the expiration of the Offer. On March 28,
2022, the Merger was completed pursuant to Section 251(h) of the DGCL, with no
vote of the Company's stockholders required to consummate the Merger. Upon the
consummation of the Merger, the Company became a wholly-owned subsidiary of
Murata.
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The aggregate consideration paid in the Offer and Merger for all outstanding
Shares, was approximately $289,886,769, which was funded from Murata's cash on
hand.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
In connection with the consummation of the Merger, the Company (i) notified the
Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and
(ii) requested that Nasdaq (x) halt and suspend trading in the Shares as of the
close of business on March 25, 2022 and (y) file with the SEC a Notification of
Removal from Listing and/or Registration on Form 25 to delist and deregister the
Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Additionally, the Company intends to file with the SEC a
Certification and Notice of Termination of Registration on Form 15 under the
Exchange Act, requesting that the Company's reporting obligations under Sections
13 and 15(d) of the Exchange Act be suspended and the Common Stock be
deregistered under Section 12(b) of the Exchange Act, at the time such filing is
permitted under SEC rules.
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 by reference into
this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of Purchaser's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer, a change in
control of the Company occurred.
The information set forth in the Introductory Note and under Items 2.01, 5.02,
and 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 5.01.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 28, 2022, in connection with the Merger, Rubén Caballero, Michael J.
Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F.
Rankin and Robert Tirva each resigned from his or her position as a member of
the Company board of directors, effective immediately. These departures were not
a result of any disagreements with the Company on any matter relating to the
Company's operations, policies, or practices. On March 28, 2022, Masanori
Minamide, David Kirk, and Takaki Murata were appointed as directors of the
Company, effective immediately. Takaki Murata is currently serving as the
interim Chief Executive Officer for pSemi. He has served in various other
positions at Murata and its subsidiaries, including as a director of the RF
Device division, Module Business Unit beginning in 2020. The qualifications,
including the professional backgrounds and employment histories, of Masanori
Minamide and David Kirk set forth on Schedule I of Exhibit (a)(1)(A) of the
Tender Offer Statement on Schedule TO filed by Murata and Purchaser with the SEC
on February 28, 2022 (as amended or supplemented from time to time, the
"Schedule TO"), are incorporated by reference into this Item 5.02.
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On March 28, 2022, the Company's board of directors removed each of George B.
Holmes, Martin McDermut, Lisa Wolf, and Clint Brown from their respective
positions as Chief Executive Officer and President, Chief Financial Officer and
Secretary, Chief Accounting Officer, and Senior Vice President, Sales and
Marketing of the Company. Immediately following such removal, the Company's
board of directors appointed Takaki Murata to serve as Chief Executive Officer
and Kohei Tominaga to serve as Treasurer. The qualifications, including the
professional background and employment history, of Kohei Tominaga set forth on
Schedule I of Exhibit (a)(1)(A) of the Schedule TO are incorporated by reference
into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Company's certificate of incorporation and bylaws were each amended and restated
in their entirety. Copies of the amended and restated certificate of
incorporation and amended and restated bylaws are attached as Exhibit 3.1 and
Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of February 14, 2022, by
and among Resonant Inc., Murata Electronics North America, Inc.
and PJ Cosmos Acquisition Company, Inc. (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K filed
on February 14, 2022)*
3.1 Amended and Restated Certificate of Incorporation of Resonant
Inc.
3.2 Amended and Restated Bylaws of Resonant Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* The Company will furnish supplementally a copy of any omitted schedule or
exhibit to the SEC upon request; provided, however, that the Company may request
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any schedule or exhibit so furnished.
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