BROADSOFT, INC. (NASDAQ:BSFT) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
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 Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company was amended and restated in its entirety. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
On February2, 2018, Parent issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Exhibit Title |
| 2.1 | Agreement and Plan of Merger, dated October 20, 2017, by and among BroadSoft, Inc., Cisco Systems, Inc., and Brooklyn Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October23, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation. |
| 3.2 | Amended and Restated Bylaws. |
| 4.1 | Indenture, dated as of June 20, 2011, by and between the Company and Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June21, 2011). |
| 4.2 | Supplemental Indenture, dated as of February1, 2018, by and between the Company and Wells Fargo Bank, N.A., as Trustee. |
| 4.3 | Indenture, dated as of September 15, 2015, by and between the Company and Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2015). |
| 4.4 | Supplemental Indenture, dated as of February1, 2018, by and between the Company and Wells Fargo Bank, N.A., as Trustee. |
| 99.1 | Press Release, dated February2, 2018. |
BROADSOFT, INC. ExhibitEX-3.1 2 d317369dex31.htm EX-3.1 EX-3.1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF BROADSOFT,…To view the full exhibit click here
About BROADSOFT, INC. (NASDAQ:BSFT)
BroadSoft, Inc. is a provider of software and services that enable telecommunications service providers to deliver hosted, cloud-based Unified Communications (UC) to their enterprise customers. The Company offers service providers two deployment options, software and software-as-a-service (SaaS), to enable them to offer UC services to their enterprise customers. Hosted UC enables the delivery of Private Branch Exchange (PBX) features without the need for premise-based equipment. Hosted UC can be delivered through service providers using their own Internet protocol (IP)-based networks, as well as over the public Internet. In addition to voice telephony, UC offers additional features, such as full integration with mobile devices, conferencing, instant messaging and presence (IM&P) and Web collaboration. Its Hosted UC products enable service providers to offer enterprises IP PBX and UC features through a hosted service rather than through premise-based equipment, such as PBXs.
