IXIA (NASDAQ:XXIA) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
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Termination of a Material Definitive Agreement.
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On April 17, 2017, in connection with the consummation of the
Merger, the Amended and Restated Credit Agreement, dated as of
March 2, 2015, by and among the Company, as the Borrower, Anue
Systems, Inc., BreakingPoint Systems, Inc., Catapult
Communications Corporation, Net Optics, Inc., and VeriWave, Inc.,
as the Guarantors, Silicon Valley Bank, as Administrative Agent,
Swingline Lender, and Letter of Credit Issuer, and the other
lenders party thereto, as amended, was repaid in full and all
commitments, security interests, and guaranties in connection
therewith were terminated and released.
Merger, the Amended and Restated Credit Agreement, dated as of
March 2, 2015, by and among the Company, as the Borrower, Anue
Systems, Inc., BreakingPoint Systems, Inc., Catapult
Communications Corporation, Net Optics, Inc., and VeriWave, Inc.,
as the Guarantors, Silicon Valley Bank, as Administrative Agent,
Swingline Lender, and Letter of Credit Issuer, and the other
lenders party thereto, as amended, was repaid in full and all
commitments, security interests, and guaranties in connection
therewith were terminated and released.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introduction above is
incorporated into this Item 2.01 by reference.
incorporated into this Item 2.01 by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
On April 18, 2017, the Company notified The Nasdaq Stock Market
LLC (NASDAQ) of the consummation of the Merger and
requested that trading in the Company Common Stock be suspended
from trading as of such date. The Company has requested that
NASDAQ file with the SEC a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), on Form 25
to delist and deregister the Company Common Stock.
LLC (NASDAQ) of the consummation of the Merger and
requested that trading in the Company Common Stock be suspended
from trading as of such date. The Company has requested that
NASDAQ file with the SEC a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), on Form 25
to delist and deregister the Company Common Stock.
Additionally, the Company intends to file with the SEC a Form 15
requesting the termination of registration of the Company Common
Stock under Section 12(g) of the Exchange Act and the suspension
of the Companys reporting obligations under Section 13 and 15(d)
of the Exchange Act.
requesting the termination of registration of the Company Common
Stock under Section 12(g) of the Exchange Act and the suspension
of the Companys reporting obligations under Section 13 and 15(d)
of the Exchange Act.
| Item 3.03 |
Material Modification to Rights of Security Holders.
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The information set forth in the Introduction above is
incorporated into this Item 3.03 by reference.
incorporated into this Item 3.03 by reference.
| Item 5.01 |
Changes in Control of Registrant.
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The information set forth in the Introduction is incorporated
herein by reference.
herein by reference.
As a result of the Merger, on April 18, 2017, a change in control
of the Company occurred and the Company became a wholly-owned
subsidiary of Keysight. The total cash merger consideration paid
was approximately $1.6 billion, including transaction and
financing fees and expenses and net of cash on hand at Ixia at
the closing, which amount was funded from a combination of equity
financing, debt financing, and cash of Keysight.
of the Company occurred and the Company became a wholly-owned
subsidiary of Keysight. The total cash merger consideration paid
was approximately $1.6 billion, including transaction and
financing fees and expenses and net of cash on hand at Ixia at
the closing, which amount was funded from a combination of equity
financing, debt financing, and cash of Keysight.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Directors and Officers
The following individuals resigned as members of the Companys
board of directors to the Merger Agreement at the Effective Time:
Errol Ginsberg, Bethany Mayer, Laurent Asscher, Jonathan Fram,
Gail Hamilton, and Ilan Daskal. None of the director resignations
was the result of any disagreement with the Company. to the terms
of the Merger Agreement, at the Effective Time, Jeffrey Li and
Jason Kary, who constituted the Board of Directors of Merger Sub
immediately prior to the Effective Time, became the directors of
the Company. Neither Mr. Li nor Mr. Kary has been appointed, nor
is either presently expected to be appointed, to any committee of
the Companys board of directors, and neither Mr. Li nor Mr. Kary
is a participant in any related party transaction required to be
reported under Item 404(a) of Regulation S-K with the Company.
board of directors to the Merger Agreement at the Effective Time:
Errol Ginsberg, Bethany Mayer, Laurent Asscher, Jonathan Fram,
Gail Hamilton, and Ilan Daskal. None of the director resignations
was the result of any disagreement with the Company. to the terms
of the Merger Agreement, at the Effective Time, Jeffrey Li and
Jason Kary, who constituted the Board of Directors of Merger Sub
immediately prior to the Effective Time, became the directors of
the Company. Neither Mr. Li nor Mr. Kary has been appointed, nor
is either presently expected to be appointed, to any committee of
the Companys board of directors, and neither Mr. Li nor Mr. Kary
is a participant in any related party transaction required to be
reported under Item 404(a) of Regulation S-K with the Company.
to the Merger Agreement, at the Effective Time, the individuals
appointed by Parent as officers of Ixia as of the Effective Time,
became the officers of Ixia. As a result, (a) Neil Dougherty
became President of the Company, Jeffrey Li became Vice
President, Treasurer and Secretary, Jason Kary became Chief
Financial Officer, Vice President and Assistant Treasurer and
Stephen Williams became Vice President and Assistant Secretary,
and (b) the officers of Ixia immediately prior to the Effective
Time ceased to hold their respective offices.
appointed by Parent as officers of Ixia as of the Effective Time,
became the officers of Ixia. As a result, (a) Neil Dougherty
became President of the Company, Jeffrey Li became Vice
President, Treasurer and Secretary, Jason Kary became Chief
Financial Officer, Vice President and Assistant Treasurer and
Stephen Williams became Vice President and Assistant Secretary,
and (b) the officers of Ixia immediately prior to the Effective
Time ceased to hold their respective offices.
Mr. Dougherty, age 47, has served as Senior Vice President and
Chief Financial Officer of Keysight since December 2013 and,
prior to Keysight being spun off by Agilent Technologies Inc.
(Agilent), served as Vice President and Treasurer of
Agilent beginning in 2012. Mr. Dougherty served as Senior
Director in Agilents Corporate Development Group from 2010 to
2012, and from 2006 to 2010, he served as Agilents Assistant
Treasurer. Prior to that, Mr. Dougherty held a broad variety of
positions in finance for Agilent and HP Inc.
Chief Financial Officer of Keysight since December 2013 and,
prior to Keysight being spun off by Agilent Technologies Inc.
(Agilent), served as Vice President and Treasurer of
Agilent beginning in 2012. Mr. Dougherty served as Senior
Director in Agilents Corporate Development Group from 2010 to
2012, and from 2006 to 2010, he served as Agilents Assistant
Treasurer. Prior to that, Mr. Dougherty held a broad variety of
positions in finance for Agilent and HP Inc.
Mr. Li, age 47, has served as Vice President, Assistant General
Counsel and Assistant Secretary of Keysight since December 2013
and, prior to Keysight being spun off by Agilent, served as
Senior Counsel since July 2011.
Counsel and Assistant Secretary of Keysight since December 2013
and, prior to Keysight being spun off by Agilent, served as
Senior Counsel since July 2011.
Mr. Kary, age 48, has served as Vice President, Treasurer and
Investor Relations of Keysight Technologies since August 2014.
Prior to Keysight being spun off by Agilent, he served as Vice
President of Finance and CFO for the Life Sciences Group at
Agilent since 2012.
Investor Relations of Keysight Technologies since August 2014.
Prior to Keysight being spun off by Agilent, he served as Vice
President of Finance and CFO for the Life Sciences Group at
Agilent since 2012.
Mr. Williams, 45, has served as Senior Vice President, General
Counsel and Secretary of Keysight since 2013. In addition, Mr.
Williams is secretary to Keysights Board of Directors. Prior to
Keysight being spun off of Agilent, Mr. Williams served as Vice
President, Assistant General Counsel and Assistant Secretary.
Counsel and Secretary of Keysight since 2013. In addition, Mr.
Williams is secretary to Keysights Board of Directors. Prior to
Keysight being spun off of Agilent, Mr. Williams served as Vice
President, Assistant General Counsel and Assistant Secretary.
Neither Mr. Dougherty, Mr. Li, Mr. Kary nor Mr. Williams has any
family relationship with any of the current or former directors
and officers of the Company, and Mr. Dougherty is not a
participant in any related party transaction required to be
reported under Item 404(a) of Regulation S-K with the Company,
other than by virtue of his employment with Keysight.
family relationship with any of the current or former directors
and officers of the Company, and Mr. Dougherty is not a
participant in any related party transaction required to be
reported under Item 404(a) of Regulation S-K with the Company,
other than by virtue of his employment with Keysight.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year. |
In connection with the consummation of the Merger, to the terms
of the Merger Agreement, at the Effective Time, each of the
Amended and Restated Articles of Incorporation, as amended (the
Prior Articles), of the Company and the Bylaws, as amended
(the Prior Bylaws), of the Company was amended and
restated in its entirety.
of the Merger Agreement, at the Effective Time, each of the
Amended and Restated Articles of Incorporation, as amended (the
Prior Articles), of the Company and the Bylaws, as amended
(the Prior Bylaws), of the Company was amended and
restated in its entirety.
Under the Prior Articles, the Company was authorized to issue
200,000,000 shares of Common Stock and 75,000,000 shares of
Preferred Stock. Following the amendment and restatement of the
Prior Articles, the Company is authorized to issue only one class
of shares of stock, which is Common Stock. The total number of
authorized shares of Common Stock is 100.
200,000,000 shares of Common Stock and 75,000,000 shares of
Preferred Stock. Following the amendment and restatement of the
Prior Articles, the Company is authorized to issue only one class
of shares of stock, which is Common Stock. The total number of
authorized shares of Common Stock is 100.
The amendment and restatement of the Prior Bylaws modified the
Prior Bylaws to, among other things, (i) provide that the
authorized number of directors of the Company shall not be less
than three nor more than five; provided, however
that so long as the Company only has one shareholder, the number
of directors may be one or two; (ii) eliminate provisions
relating to committees of the Board; (iii) eliminate the 90-day
advance notice requirement for shareholders intending to nominate
persons for election as directors or to propose business to be
brought before a meeting of shareholders; and (iv) eliminate
provisions regarding uncertificated shares.
Prior Bylaws to, among other things, (i) provide that the
authorized number of directors of the Company shall not be less
than three nor more than five; provided, however
that so long as the Company only has one shareholder, the number
of directors may be one or two; (ii) eliminate provisions
relating to committees of the Board; (iii) eliminate the 90-day
advance notice requirement for shareholders intending to nominate
persons for election as directors or to propose business to be
brought before a meeting of shareholders; and (iv) eliminate
provisions regarding uncertificated shares.
The foregoing description of the Companys Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws does
not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws of the Company, copies of which
are filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
Articles of Incorporation and Amended and Restated Bylaws does
not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws of the Company, copies of which
are filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
| Item 7.01 |
Regulation FD Disclosure.
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On April 18, 2017, the Company and Keysight issued a joint press
release announcing the completion of the Merger. A copy of the
press release is filed as Exhibit 99.1 and is incorporated herein
by reference.
release announcing the completion of the Merger. A copy of the
press release is filed as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 7.01 and in Exhibit 99.1 furnished
herewith shall not be deemed filed for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference into
any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act.
herewith shall not be deemed filed for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference into
any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits
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The following exhibits are filed as part of this Form 8-K:
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of January 30, 2017,
by and between Ixia and Keysight Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Ixias Current Report on Form 8-K (File No. 0-31523) filed with the SEC on February 1, 2017)* |
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3.1
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Amended and Restated Articles of Incorporation of Ixia
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3.2
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Amended and Restated Bylaws of Ixia
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99.1
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Joint Press Release, dated April 18, 2017, issued by Ixia
and Keysight Technologies, Inc. |
* The schedules to the Agreement and Plan of Merger have been
omitted from this filing to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request.
omitted from this filing to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish supplementally a copy of any omitted
schedule to the SEC upon request.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Ixia
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Date:
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April 18, 2017
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By:
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/s/ Jeffrey K. Li
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Jeffrey K. Li
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Vice President, Treasurer, and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of January 30, 2017,
by and between Ixia and Keysight Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Ixias Current Report on Form 8-K (File No. 0-31523) filed with the SEC on February 1, 2017)* |
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3.1
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Amended and Restated Articles of Incorporation of Ixia
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3.2
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Amended and Restated Bylaws of Ixia
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99.1
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Joint Press Release, dated April 18, 2017, issued by Ixia
and Keysight Technologies, Inc. |
* The schedules to the Agreement and Plan of Merger have been
omitted from this filing
omitted from this filing
About IXIA (NASDAQ:XXIA)
Ixia is a provider of physical and virtual network application performance and security resilience solutions. The Company’s product solutions consist of its hardware platforms, software applications and services, including warranty and maintenance offerings and professional services. The Company helps its customers to validate the performance and security resilience of their applications and networks. The Company offers network test hardware platforms with interchangeable interfaces, using a common set of applications and Application Programing Interfaces (APIs). The Company provides its solutions to network equipment manufacturers (NEMs), service providers, and enterprise and government organizations. The Company’s product solutions consist of its hardware platforms, such as chassis, interface cards and appliances, software application tools, and services, including its warranty and maintenance offerings and professional services. IXIA (NASDAQ:XXIA) Recent Trading Information
IXIA (NASDAQ:XXIA) closed its last trading session 00.00 at 19.65 with 696,821 shares trading hands.
