RPX Corporation (NASDAQ:RPXC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
| Item 2.01 | Changes in Control of Registrant |
As a result of the Offer and the Merger, a change in control of RPX occurred. At the Effective Time, RPX became a wholly owned subsidiary of Parent. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At the Effective Time and to the terms of the Merger Agreement, each of the directors of RPX (Andrew Africk, Martin E. Roberts, Shelby W. Bonnie, Frank Dangeard, Steven L. Fingerhood, Gilbert S. Palter, Sanford Robertson, Mallun Yen and Magdalena Yesil) ceased to be a director of RPX, and each ceased to be on any committee of the board of directors of RPX. At such time, Richard F. Lawson, J. Steven Young, David Chung and Steven A. Leistner became the directors of RPX.
Also at the Effective Time each of Martin E. Roberts, David J. Anderson, and Edward F. Straube will continue to be officers of RPX.
| Item 2.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
to the terms of the Merger Agreement, as of the Effective Time, RPX’s certificate of incorporation and bylaws were amended and restated in their entirety. A copy of RPX’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On June19, 2018, HGGC and RPX issued a joint press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 2.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated April 30, 2018, among RPX Corporation, Riptide Parent, LLC and Riptide Purchaser, Inc. (incorporated by reference to Exhibit 2.1 to RPX Corporation’s Current Report on Form 8-K filed with the SEC on May 1, 2018). |
| 3.1 | Amended and Restated Certificate of Incorporation of RPX Corporation, dated June19, 2018. |
| 3.2 | Amended and Restated Bylaws of RPX Corporation, effective June19, 2018. |
| 99.1 | Joint Press Release issued by HGGC, LLC and RPX Corporation, dated June19, 2018. |
RPX Corp ExhibitEX-3.1 2 d586929dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RPX CORPORATION FIRST The name of the corporation is RPX Corporation (hereinafter called the “Corporation”). SECOND The address of the Corporation’s registered office in the State of Delaware is 3500 South DuPont Highway,…To view the full exhibit click here
About RPX Corporation (NASDAQ:RPXC)
RPX Corporation offers patent risk management solutions. The Company’s patent risk management solution facilitates exchanges of value between owners and users of patents. The core of its solution is defensive patent aggregation, in which the Company acquires patents and licenses to patents that are being or may be asserted against its clients. The Company then licenses these patent assets to its clients to protect them from patent infringement assertions. The Company also provides its clients with access to its patent market intelligence and data. The Company acquires patent assets from various parties, including operating companies, individual inventors, non-practicing entities (NPEs), universities and bankruptcy trustees. Clients can access this market intelligence and data through its Web portal and through discussions with its client relations team. The Company also offers insurance to cover certain costs of patent litigation.
