EnerNOC, Inc. (NASDAQ:ENOC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The disclosure contained in Item 1.01 above is incorporated herein by reference.
As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and Parent, as the direct parent of Purchaser, acquired control of the Company. As of the Effective Time, the Company became a direct wholly owned subsidiary of Parent.
To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.
| Item 1.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
to the Merger Agreement, effective as of the Effective Time, on August 7, 2017, each of Kirk Arnold, James Baum, David Brewster, Arthur Coviello, TJ Glauthier, Gary Haroian and Timothy Healy resigned as directors of the Company and from any committees of the Company’s Board of Directors on which they then served. In addition, to the Merger Agreement and effective as of immediately after the Effective Time, on August 7, 2017, Gianfranco Butera, Rafael González, Stephen Pike and Michael I. Storch (collectively, the “Post-Closing Directors”) were appointed to the Board of Directors of the Company. Each of the Post-Closing Directors is a director of Purchaser. Biographical information for each of the Post-Closing Directors was previously furnished to the Company and its stockholders by Parent and Purchaser and is set forth in Schedule A to the Offer to Purchase filed by Parent and Purchaser with the SEC on July 10, 2017, as subsequently amended, which is incorporated by reference herein.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the Merger, the certificate of incorporation of the Company was amended and restated, the text of which amendment and restatement is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
to the Merger, the bylaws of the Company were amended and restated, the text of which amendment and restatement is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits |
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Description |
| 2.1 | Agreement and Plan of Merger, dated as of June 21, 2017, by and among EnerNOC, Inc., Parent, Purchaser and Guarantor (incorporated by reference to Exhibit 2.1 to EnerNOC, Inc.’s Form 8-K (No.001-33471) filed with the SEC on June23, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of EnerNOC, Inc. |
| 3.2 | Amended and Restated Bylaws of EnerNOC, Inc. |
| 4.1 | First Supplemental Indenture, dated as of August 7, 2017, by and between EnerNOC, Inc. and Wells Fargo Bank, National Association, as Trustee, to Indenture dated as of August 18, 2014 relating to 2.25% Convertible Senior Notes due 2019. |
ENERNOC INC ExhibitEX-3.1 2 d433400dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENERNOC,…To view the full exhibit click here
About EnerNOC, Inc. (NASDAQ:ENOC)
EnerNOC, Inc. is a provider of energy intelligence software (EIS) and demand response solutions. The Company’s EIS provides enterprise solutions, utility solutions and energy procurement solutions. The Company’s EIS offers enterprise customers with a Software-as-a-Service (SaaS) solutions with various areas of functionalities, including energy cost visualization, budgets, forecasts and accruals; project tracking, and demand management. Its EIS provides its utility customers with a SaaS-based customer engagement platform, which collects and processes data and enables its utility customers to provide personalized communication and recommendations to their customers. Its EIS includes an energy procurement platform that helps its enterprise and utility customers. Its procurement platform offers its enterprise and utility customers with features, such as energy contracts management. Its technology includes over two components: its EIS platform and Network Operations Center (NOC).