Air Methods Corporation (NASDAQ:AIRM) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on April20, 2017,
Offeror accepted for payment all Shares validly tendered and not
properly withdrawn to the Offer on or prior to the Expiration
Time and will promptly pay for such Shares in accordance with the
terms of the Offer. On April21, 2017, the Merger was completed to
Section251(h)of the DGCL, with no Company stockholder vote
required to consummate the Merger. At the Effective Time, the
Company became a wholly-owned subsidiary of Parent. As a result,
a change of control of the Company occurred.
The information contained in the Introductory Note of this
Current Report on Form8-K is incorporated by reference into this
Item 2.01. The foregoing description of the Merger is qualified
in its entirety by reference to the Merger Agreement, a copy of
which is attached to this Current Report on Form8-K as Exhibit2.1
and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continuing Listing Ruleor Standard; Transfer of Listing.
On April21, 2017, in connection with the consummation of the
Offer and the Merger, the Company (i)notified the NASDAQ Stock
Market (NASDAQ) of the consummation of the
Merger and (ii)requested that NASDAQ (x)halt trading of the
Shares effective before the opening of trading on April21, 2017,
and permanently suspend trading at the close of trading on
April21, 2017, and (y)file with the SEC a Form25 Notification of
Removal from Listing and/or Registration to delist and deregister
the Shares under Section12(b)of the Securities Exchange Act of
1934, as amended (the Exchange Act). The Shares,
which previously traded under the symbol AIRM,
ceased to be traded on NASDAQ prior to the opening of trading on
April21, 2017. The Company intends to file with the SEC a Form15
requesting that the Shares be deregistered and that the Companys
reporting obligations under Sections13 and 15(d)of the Exchange
Act be terminated.
The information contained in the Introductory Note of this
Current Report on Form8-K is incorporated by reference into this
Item 2.01.
Item 3.03 Material Modification to Rights of Security
Holders.
The information contained in the Introductory Note and Items 2.01
and 5.03 of this Current Report on Form8-K is incorporated by
reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01
and 5.03 of this Current Report on Form8-K is incorporated by
reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger, as
contemplated by the Merger Agreement, each of Aaron D. Todd, C.
David Kikumoto, Joseph Whitters, Ralph J. Bernstein, Mark D.
Carleton, Jeffrey A. Dorsey, and John J. Connolly, Ed.D., Morad
Tahbaz, Claire Gulmi and Honorable Jessica Garfola Wright, MG
(Ret.), resigned as members of the Board of Directors of the
Company and as members of Committees of the Board of Directors
effective as of the Effective Time.
Following the consummation of the Merger, the following persons
were appointed as directors of the Company: Michael G. Fisch;
Marc Saiontz; Ben Dickson; Bahaa Naamani; and Aaron D. Todd.
Information regarding Messrs.Fisch, Saiontz, Dickson and Naamani
has been previously disclosed in Schedule A of the Offer to
Purchase as filed with the Tender Offer Statement on Schedule TO,
originally filed by Parent and Offeror on March23, 2017.
Information regarding Mr.Todd has previously been disclosed in
the Companys Definitive Proxy Statement on Schedule 14A, as filed
with the SEC on April29, 2016.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, to the
Merger Agreement, the Companys certificate of incorporation, as
amended and restated, and its bylaws, as amended and restated,
were each amended and restated in their entirety, effective as
of the Effective Time. Copies of the certificate of
incorporation and bylaws of the Company are filed as
Exhibits3.1 and 3.2 hereto, respectively, and are incorporated
by reference into this Item 5.03.
Item 8.01 Other Events.
On April21, 2017, American Securities LLC and Air Methods
issued a joint press release relating to the expiration of the
Offer and the consummation of the Merger. The press release is
attached as Exhibit99.1 hereto and is incorporated herein by
reference.
Item 9.01 Exhibits.
(d) Exhibits
|
ExhibitNo. |
|
Description |
|
2.1 |
Agreement and Plan of Merger, dated as of March14, 2017 |
|
|
3.1 |
Amended and Restated Certificate of Incorporation of Air |
|
|
3.2 |
Amended and Restated By-Laws of Air Methods Corporation |
|
|
99.1 |
Joint Press Release issued by American Securities LLCand |
About Air Methods Corporation (NASDAQ:AIRM)
Air Methods Corporation is engaged in providing air medical emergency transport services and systems throughout the United States. The Company’s segments include Air Medical Services (AMS), Tourism and United Rotorcraft (UR) Division. The Company’s AMS segment provides air medical transportation services to the general population as an independent service and to hospitals or other institutions under exclusive operating agreements. It offers services, including aircraft operation and maintenance, medical care, dispatch and communications, and medical billing and collection. The Tourism segment provides helicopter tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. The United Rotorcraft (UR) Division segment designs, manufactures, and installs aircraft medical interiors and other aerospace and medical transport products for domestic and international customers. Air Methods Corporation (NASDAQ:AIRM) Recent Trading Information
Air Methods Corporation (NASDAQ:AIRM) closed its last trading session at 42.95 with 1,129,969 shares trading hands.
