COVISINT CORPORATION (NASDAQ:COVS) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
In connection with the Merger and at the Effective Time, holders of Company Common Stock immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration to the Merger Agreement).
| Item 2.01. | Changes in Control of Registrant. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
In connection with the Merger and at the Effective Time, a change of control of the Company occurred and the Company became a wholly owned subsidiary of OpenText.
Item 2.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, each of Bernard M. Goldsmith, William O. Grabe, Lawrence David Hansen, Samuel M. Inman, III, Andreas Mai, John F. Smith and Jonathan Yaron resigned from his respective position as a member of the Company’s board of directors (the “Board”), and any committee thereof, effective as of the Effective Time. Immediately following the Effective Time and in accordance with the Company’s bylaws, the following directors were appointed to the Board: John Doolittle and Gordon Davies.
In connection with the Merger, Samuel M. Inman, III and Enrico Digirolamo left their respective positions as executive officers of the Company. John Doolittle became President and Treasurer of the Company, and Gordon Davies became Secretary of the Company.
| 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 were amended and restated in their entirety. The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
A copy of the press release, dated July26, 2017, announcing the completion of the Merger to the Merger Agreement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 2.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of June 5, 2017, among Covisint Corporation, Open Text Corporation and Cypress Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Covisint Corporation with the SEC on June 5, 2017).* |
| 3.1 | Amended and Restated Certificate of Incorporation of Covisint Corporation. |
| 3.2 | Amended and Restated Bylaws of Covisint Corporation. |
| 99.1 | Press Release, dated July 26, 2017. |
| * | Schedules and exhibits have been omitted to Item601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC. |
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Covisint Corp ExhibitEX-3.1 2 d431206dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CSCL/CD-510 (Rev. 02/17) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS,…To view the full exhibit click here
About COVISINT CORPORATION (NASDAQ:COVS)
Covisint Corporation provides an open, enterprise class cloud platform (Platform) enabling organizations to build solutions that identify, authenticate and connect users, devices, applications and information. The Company’s Auto Supply Portal is involved in the development and integration of three cloud-based technologies, such as identity management, data integration and exchange services, and portal services. The Company’s Platform is delivered through the cloud as a Platform as a Service (PaaS). The Company’s Platform supports production-critical applications, and offers security, scalability and reliability. The Platform’s various capabilities include Identity services, Messaging and orchestration services and Internet of Things (IoT) Services. Its customers include large, across the globe distributed organizations and mid-sized organizations with external business relationships, as well as the participants in their business relationships. COVISINT CORPORATION (NASDAQ:COVS) Recent Trading Information
COVISINT CORPORATION (NASDAQ:COVS) closed its last trading session up +0.05 at 2.45 with 67,470 shares trading hands.