CAVIUM, INC. (NASDAQ:CAVM) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
On July6, 2018, in connection with the consummation of the Merger, Cavium terminated the existing credit agreement, dated as of August16, 2016, as amended on March20, 2017 (the “Existing Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto. Credit facilities under the Existing Credit Agreement included a revolving facility maturing on December31, 2022. In connection with the termination of the Existing Credit Agreement, all outstanding borrowings and all unpaid fees thereunder were paid in full and all commitments thereunder were terminated.There were no outstanding borrowings under the revolving facility at the time of termination. The Existing Credit Agreement is more fully described in the Company’s Current Report on Form 8-K filed with the SEC on August16, 2016, which description is incorporated herein by reference. The description of the Existing Credit Agreement incorporated by reference does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Existing Credit Agreement.
| Item 1.02. | Completion of Acquisition or Disposition of Assets. |
On July6, 2018, to the terms and conditions of the Merger Agreement, each share of common stock, $0.001 par value per share, of the Company (each, a “Company Share”) issued and outstanding immediately prior to the effective time of the Merger (other than Company Shares held by the Company or held by Parent, Merger Sub or any other subsidiary of Parent or held, directly or indirectly, by any subsidiary of the Company or Company Shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) converted into the right to receive 2.1757 common shares, $0.002 par value per share, of Parent (each, a “Parent Share”) and $40.00 in cash, without interest (the “Merger Consideration”). The Merger was governed by Section251 of the Delaware General Corporation Law, as amended (the “DGCL”), and Cavium’s stockholders approved the adoption of the Merger Agreement on March16, 2018.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
| Item 1.02. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July6, 2018, as a result of the transactions described in the Introductory Note and Item 1.02 of this Current Report on Form 8-K, which are incorporated by reference herein, the Company requested that the NASDAQ Stock Market, LLC (“NASDAQ”) suspend trading of the Company Shares prior to market open on July6, 2018. Accordingly, on July6, 2018, NASDAQ filed with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist and deregister the Company Shares. Upon the filing of the Form 25, the Company Shares were delisted from the NASDAQ Global Select Market. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act relating to the Company Shares, which will terminate and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act, respectively.
| Item 1.02. | Material Modification to Rights of Security Holders. |
At the effective time of the Merger (the “Effective Time”), each Company Share outstanding (other than Company Shares held by Company, Parent, Merger Sub or any other subsidiary of Parent or held, directly or indirectly, by any subsidiary of Company, which will be canceled and shall cease to exist, and Company Shares held
by stockholders that are entitled to and properly demanded appraisal of such Company Shares under the DGCL) was converted into the right to receive the Merger Consideration. The information contained in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
| Item 1.02. | Changes in Control of Registrant. |
As a result of the consummation of the Merger under Section251(a) of the DGCL on July6, 2018, a change in control of the Company occurred. Upon the Effective Time, Cavium became a wholly-owned subsidiary of Marvell. The information disclosed under the Introductory Note and Items 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
| Item 1.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the terms of the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (Syed B. Ali, Brad W. Buss, Edward H. Frank, Sanjay Mehrotra, Madhav Rajan and Anthony S. Thornley) voluntarily resigned and each ceased to be on any committee of the board of directors of the Company. At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.At the Effective Time, all of the Company’s officers ceased to be officers of the Company and the officers of Merger Sub immediately prior to the Effective Time became the officers of the Company.
The information disclosed under the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
| Item 1.02. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Merger and as of the Effective Time, the Company’s certificate of incorporation and its bylaws were amended and restated in their entirety. The Company’s certificate of incorporation and bylaws as so amended and restated are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
| Item 1.02. | Financial Statements and Exhibits. |
(d) Exhibits
| * | to Item 601(b)(2) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
CAVIUM, INC. ExhibitEX-3.1 2 d812219dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAVIUM,…To view the full exhibit click here
About CAVIUM, INC. (NASDAQ:CAVM)
Cavium, Inc. is a provider of semiconductor processors, which enables processing for wired and wireless networking, communications, storage, cloud, wireless, security, video and connected home and office applications. The Company’s products include OCTEON, OCTEON Fusion, OCTEON XL, LiquidIO, NITROX, NEURON Search, ThunderX, Xpliant and XPA. It serves providers of networking equipment that sell into the enterprise, datacenter, service provider, and broadband and consumer markets. In the enterprise market, its products are used in routers, switches, wireless local area networks and unified threat management (UTM). In the datacenter market, its products are used in servers and server load balancers. In the service provider market in wired infrastructure, its products are used in edge routers, cable modem termination system head-ends and media gateways, and in wireless infrastructure. In the broadband and consumer market, its products are used in home gateways and UTM, among others.