COMMERCEHUB,INC. (NASDAQ:CHUBA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement
At the effective time (the “Effective Time”) of the Merger, to the Merger Agreement, a subsidiary of CommerceHub, as the borrower, terminated its Credit Agreement , dated as of June28, 2016, by and among such subsidiary, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information provided in the Introduction section of this Current Report on Form8-K is incorporated by reference herein.
At the Effective Time of the Merger, to the Merger Agreement, each outstanding share of CommerceHub’s SeriesA, SeriesB and SeriesC common stock (collectively, the “CommerceHub common stock”) was automatically converted into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes. Each share of CommerceHub common stock held by CommerceHub as treasury stock or owned by Merger Sub or Parent immediately prior to the Effective Time was cancelled without the right to receive any payment with respect thereto. No stockholder demanded appraisal of shares of CommerceHub common stock in accordance with Section262 of the General Corporation Law of the State of Delaware.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit2.1 hereto and incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing
In connection with the completion of the Merger, CommerceHub notified the NASDAQ Stock Market LLC (“NASDAQ”) of its intent to remove the CommerceHub SeriesA common stock and the CommerceHub SeriesC common stock from listing on NASDAQ and requested that NASDAQ file a notice of removal from listing on Form25 with the SEC to delist such securities. The Surviving Corporation intends to file with the SEC a certification on Form15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the CommerceHub SeriesA common stock and the CommerceHub SeriesC common stock under Section12(b)of the Exchange Act and the suspension of CommerceHub’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders
to the Merger Agreement, at the Effective Time, stock options with respect to shares of CommerceHub common stock, whether or not vested and exercisable, that were outstanding and unexercised immediately prior to the Effective Time were automatically cancelled and the holder thereof is entitled to receive an amount in cash equal to the product of (1)the aggregate number of shares of CommerceHub common stock that were issuable upon exercise or settlement of such stock option immediately prior to the effective time and (2)the excess, if any, of $22.75 over the per-share exercise price of such stock option, less applicable tax withholding.
to the Merger Agreement, at the Effective Time, the restricted shares of CommerceHub common stock were cancelled, whether or not vested, and the holder is instead entitled to receive an amount in cash equal to $22.75, less any applicable tax withholding.
to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award with respect to shares of CommerceHub common stock (other than the 2018 employee RSU awards (as defined below)) (each, an “accelerated RSU award”), whether or not vested, was automatically cancelled and the holder is instead entitled to receive an amount in cash
equal to (1)$22.75 multiplied by (2)the number of shares of CommerceHub common stock subject to such accelerated RSU award, less any applicable tax withholding. As of the Effective Time, each outstanding restricted stock unit award granted in 2018 to an employee (each, a “2018 employee RSU award”) vested with respect to 25% of the restricted stock units subject to such 2018 employee RSU award, with such vested restricted stock units treated in the same manner as the accelerated RSU awards. Each restricted stock unit granted to a 2018 employee RSU award that did not vest as of the Effective Time was cancelled and converted into a right to receive $22.75 in cash (such rights, a “cash award”). The cash award will vest in 25% installments on each of the first four anniversaries of the grant date of the original 2018 employee RSU award, subject to the holder’s continued employment with the Surviving Corporation through each vesting date.
The information set forth in Item 2.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant
The information set forth in the Introduction,Item 2.01 above and Items 5.02 and 5.03 below is incorporated herein by reference.
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, all of the directors of CommerceHub resigned from their positions as directors of CommerceHub, effective as of the Effective Time. The directors of CommerceHub did not resign because of a disagreement with CommerceHub on any matter relating to CommerceHub’s operations, policies or practices. The directors of Merger Sub immediately prior to the Effective Time continued as the board of directors of the Company following the Effective Time, and will hold office until their respective successors are duly elected and qualified, or their earlier resignation or removal.
The officers of CommerceHub immediately prior to the Effective Time continued in their respective roles as the officers of CommerceHub immediately following the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in the Introduction is incorporated herein by reference.
At the Effective Time, (1)the certificate of incorporation of the Surviving Corporation was amended and restated to read in its entirety as set forth on ExhibitB to the Merger Agreement and (2)the bylaws of the Surviving Corporation were amended and restated to read in their entirety as set forth on ExhibitC to the Merger Agreement, each in accordance with the terms of the Merger Agreement.
Copies of the certificate of incorporation of the Surviving Corporation, as amended and restated, and bylaws of the Surviving Corporation, as amended and restated, are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form8-K and are incorporated by reference into this Item 5.03.
Item 7.01. Regulation FD Disclosure
On May21, 2018, CommerceHub, GTCR and Sycamore issued a joint press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit99.1 hereto and incorporated herein by reference.
This Item 7.01 of this Current Report on Form8-K and the press release attached hereto as Exhibit99.1 are being furnished to the SEC under Item 7.01 of Form8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits
CommerceHub, Inc. ExhibitEX-3.1 2 a18-13930_3ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMMERCEHUB,…To view the full exhibit click
About COMMERCEHUB,INC. (NASDAQ:CHUBA)
CommerceHub, Inc. operates a cloud-based e-commerce fulfillment and marketing software platform of integrated supply, demand and delivery solutions for large retailers, online marketplaces and digital marketing channels, as well as consumer brands, manufacturers, distributors and other market participants. The Company’s software platform acts as a hub that allows trading partners to develop and maintain omni-channel commercial relationships in consumer and business-to-business e-commerce markets. Approximately 9,500 trading partners have access to its platform daily to exchange critical information with each other, including orders, invoices, product information and other electronic documents. The Company provides its customers with the solutions, including Supply Solutions, Demand Solutions and Delivery Solutions. In addition to its cloud-based software, the Company provides customers with access to various services, such as supplier onboarding and performance marketing.
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