CDI Corp. (NYSE:CDI) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
The information set forth in Items 2.01 and 5.03 is incorporated herein by reference.
| Item 2.01. | Changes in Control of Registrant. |
The information set forth in Item 2.01 is incorporated herein by reference.
| Item 2.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
In connection with the Merger, each of Walter R. Garrison, Joseph L. Carlini, Michael J. Emmi, Lawrence C. Karlson, Ronald J. Kozich, Anna M. Seal, Albert E. Smith and Barton J. Winokur voluntarily resigned from the Company’s board of directors. In accordance with the terms of the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Michael Greene, Jonathan Nemo and Kirk Konert, became the directors of the Company.
Biographical information for Messrs. Greene, Nemo and Konert is included in Parent and Merger Sub’s Tender Offer Statement on Schedule TO filed on August14, 2017 with the SEC, which is incorporated herein by reference.
| Item 2.01. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the terms of the Merger Agreement, at the Effective Time, the Company’s articles of incorporation and the Company’s by-laws were amended and restated in their entirety. The amended and restated articles of incorporation of the Company are attached hereto as Exhibit 3.1 and are incorporated herein by reference. The amended and restated by-laws of the Company are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
A copy of the press release issued by Parent on September12, 2017 regarding the expiration and results of the Offer and filed as Exhibit (a)(1)(H) to the Schedule TO-T/A filed by Parent and Merger Sub with the SEC on September13, 2017 is incorporated herein by reference as Exhibit 99.1.
A copy of the press release issued by Parent on September13, 2017 regarding the completion of the acquisition of the Company is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 2.01. | Financial Statements and Exhibits |
The following Exhibits are filed herewith or incorporated herein by reference:
| 2.1 | Agreement and Plan of Merger, dated July 31, 2017, by and among CDI Corp., Nova Intermediate Parent, LLC and Nova Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to CDI Corp.’s Current Report on Form 8-K filed on August 1, 2017). |
| 3.1 | Amended and Restated Articles of Incorporation of CDI Corp. (filed herewith). |
| 3.2 | By-Laws of CDI Corp. (filed herewith). |
| 99.1 | Press Release, dated September 12, 2017 (incorporated by reference to Exhibit (a)(1)(H) to Parent and Merger Sub’s Schedule TO-T/A filed with the SEC on September13, 2017). |
| 99.2 | Press Release, dated September13, 2017 (filed herewith). |
Exhibit Index
|
Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated July 31, 2017, by and among CDI Corp., Nova Intermediate Parent, LLC and Nova Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to CDI Corp.’s Current Report on Form 8-K filed on August1, 2017). |
| 3.1 | Amended and Restated Articles of Incorporation of CDI Corp. (filed herewith). |
| 3.2 | Amended and Restated By-Laws of CDI Corp. (filed herewith). |
| 99.1 | Press Release, dated September12, 2017 (incorporated by reference to Exhibit (a)(1)(H) to Parent and Merger Sub’s Schedule TO-T/A filed with the SEC on September13, 2017). |
| 99.2 | Press Release, dated September13, 2017 (filed herewith). |
CDI CORP ExhibitEX-3.1 2 d406177dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 ANNEX A TO STATEMENT OF MERGER AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CDI CORP. CDI Corp.,…To view the full exhibit click here
About CDI Corp. (NYSE:CDI)
CDI Corp. provides engineering, information technology and staffing solutions. The Company operates in three segments: Global Engineering and Technology Solutions (GETS), Professional Staffing Services (PSS) and Management Recruiters International (MRI). It provides staffing services through its MRINetwork of franchisees. The GETS segment provides engineering and information technology solutions that involve the production of deliverable work products or services performed at its facility or at a customer’s facility. The PSS segment provides technical and professional personnel for discrete periods of time to augment the customer’s workforce in times of project, seasonal, peak period or business cycle needs. The MRI segment is a global franchisor that does business as MRINetwork and provides the use of its trademarks, business systems and training and support services to its franchisees. It serves the oil, gas and chemicals, aerospace and industrial equipment, and hi-tech industries. CDI Corp. (NYSE:CDI) Recent Trading Information
CDI Corp. (NYSE:CDI) closed its last trading session 00.00 at 8.20 with 608,733 shares trading hands.