LogMeIn,Inc. (NASDAQ:LOGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January5, 2017, the Board of Directors (the LMI Board)
of LogMeIn, Inc., (the Company) approved certain actions
in connection with the previously disclosed Agreement and Plan of
Merger, dated as of July26, 2016, by and among the Company,
Lithium Merger Sub, Inc., Citrix, Inc. (Citrix) and GetGo,
Inc. (as amended, and as may be further amended from time to
time, the Merger Agreement), to which the Company will
combine with Citrixs GoTo family of service offerings by having
Lithium Merger Sub, Inc. merge with and into GetGo, Inc. (the
Merger).
In accordance with the Merger Agreement, the size of the LMI
Board immediately following the closing of the Merger will
consist of nine directors, including five directors currently
serving on the LMI Board and four individuals designated by
Citrix and satisfactory to the Company. The LMI Board consists of
three classes ClassI, ClassII and ClassIII.
Resignation of Directors
On January5, 2017, each of Steven G. Chambers (who is a director
serving in ClassIII), Gregory W. Hughes (who is a director
serving in ClassI) and Marilyn Matz (who is a director serving in
ClassI) resigned from the LMI Board effective as of the closing
of the Merger. The decision of each of Mr.Chambers, Mr.Hughes and
Ms.Matz was not related to a disagreement with the Company over
any of its operations, policies or practices. Effective upon such
resignations, the LMI Board has accelerated the vesting of all of
the unvested Company restricted stock unit awards held by each of
Mr.Chambers, Mr.Hughes and Ms.Matz. As of January5, 2017,
Mr.Chambers, Mr.Hughes and Ms.Matz each held 3,616 unvested
Company restricted stock unit awards, which each had an aggregate
value of $354,187 based on the closing price of the Companys
common stock on the NASDAQ Global Select Market on January5,
2017. The LMI Board also agreed to extend the period during which
Mr.Hughes may exercise his fully vested Company stock options
from the date three months post-resignation to the date twelve
months post resignation.
Continued Service of Directors
On January5, 2017, each of Steven J. Benson and Michael J.
Christenson (both of whom are directors serving in ClassII)
resigned from the LMI Board, effective as of the closing of the
Merger, in anticipation of being elected to the LMI Board in a
different class, effective upon the closing of the Merger. The
LMI Board subsequently elected each of Mr.Benson and
Mr.Christenson to fill vacancies in ClassI, in each case
effective upon the closing of the Merger. There are currently no
transactions in which either Mr.Benson or Mr.Christenson has an
interest requiring disclosure under Item 404(a) of Regulation
S-K.
Each of Michael K. Simon, William R. Wagner and Edwin J. Gillis
will remain on the LMI Board in the same class in which he
currently serves.
The compensation of each of the Companys directors continuing to
serve, including those directors resigning and being elected to a
different class, will remain unchanged. The LMI Board expects to
evaluate the Companys director compensation at a regularly
scheduled meeting of the LMI Board to be held after the closing
of the Merger.
Election of Directors Designated by Citrix
In addition, on January5, 2017, the LMI Board elected each of
Robert M. Calderoni, Jesse A. Cohn, David J. Henshall and Peter
J. Sacripanti, the four individuals designated by Citrix to the
Merger Agreement, to fill vacancies on the LMI Board, effective
upon the closing of the Merger. In accordance with the Merger
Agreement, Mr.Cohns election to the LMI Board is conditioned upon
the execution of a Cooperation Agreement by Elliott International
Capital Advisors Inc. and certain of its affiliates, the form of
which is filed herewith as Exhibit 10.1 and incorporated by
reference herein. Messrs. Calderoni, Cohn, Henshall or Sacripanti
each currently own shares of Citrix common stock and, as with all
Citrix stockholders, if any of such persons continue to own
shares of Citrix common stock on the record date for Citrixs
distribution of shares of GetGo, Inc. to Citrix stockholders in
connection with the proposed spin-off of its GoTo family of
service offerings, he will participate in the distribution and
the Merger on the same terms as other Citrix stockholders. There
are currently no other transactions in which any of Messrs.
Calderoni, Cohn, Henshall or Sacripanti has an interest requiring
disclosure
under Item 404(a) of Regulation S-K. In accordance with the
Companys director compensation policy, Messrs. Calderoni, Cohn,
Henshall or Sacripanti will each receive an annual retainer of
$35,000 for his service as a director and reimbursement for any
out-of-pocket expenses incurred in connection with attending the
Companys board meetings. It is expected that each of Messrs.
Calderoni, Cohn, Henshall or Sacripanti will be granted a
restricted stock unit award at the next regularly scheduled
meeting of the LMI Board. The LMI Board expects to evaluate any
additional director compensation at a regularly scheduled meeting
of the LMI Board to be held after the closing of the Merger.
LMI Board Committees
In accordance with the Merger Agreement, the LMI Board also
established an Operating Committee effective upon the closing to
the Merger. The LMI Board appointed directors to the Operating
Committee and to its other standing committees, the Audit
Committee, Compensation Committee and Nominating and Corporate
Governance Committee, effective upon the closing of the Merger.
Following the resignations and elections described above, the
composition of the LMI Board and its committees effective upon
the closing of the Merger will be as follows:
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Director Class |
Term Expires |
Audit Committee |
Compensation Committee |
Nominating Corporate Governance Committee |
Operating Committee |
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ClassIII |
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ClassI |
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ClassI |
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ClassI |
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ClassIII |
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ClassIII |
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ClassII |
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ClassII |
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ClassII |
= Chairman of the Board = Lead Independent Director
Item7.01 |
Regulation FD Disclosure |
On January6, 2017, the Company announced that, as contemplated by
the Merger Agreement, its Board of Directors has declared a third
special cash dividend of $0.50 per share of common stock. The
dividend is payable to the Companys stockholders of record as of
January16, 2017, and is expected to be paid on January31, 2017.
Subject to the satisfaction of the remaining closing conditions,
the Company expects the Merger to close following the close of
business on January31, 2017. However, there can be no assurance
that the closing of the Merger will occur by that time or at all.
Item8.01. |
Other Events |
For purposes of Item8.01 of this Form 8-K, a copy of the press
release is filed herewith as Exhibit 99.1 and incorporated by
reference herein.
Item9.01. |
Financial Statements and Exhibits |
(d)Exhibits
| 10.1 |
Form of Cooperation Agreement, to be entered into by and among LogMeIn, Inc., Elliott Associates, L.P., Elliott International, L.P. and Elliot International Capital Advisors Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4/A filed by LogMeIn, Inc. on November18, 2016). |
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| 99.1 |
Press release entitled LogMeIn Announces New Board of Directors for Combined Company Following Merger with Citrixs GoTo Business, issued by the Company on January6, 2017. |
Cautionary Language Concerning Forward-Looking Statements
Information set forth in this filing constitutes forward-looking
statements concerning the Company, Citrix, GetGo, Inc.
(GetGo), the proposed transactions and other matters,
including statements with respect to the anticipated timing of
the completion of the merger. These forward-looking statements
are based on the current expectations, beliefs and assumptions of
the management of the Company, Citrix and GetGo, and there can be
no assurance that future developments affecting the parties will
be those that the parties anticipate.
Among the risks and uncertainties that could cause actual results
to differ from those described in the forward-looking statements
are the following: (1)the occurrence of any event, change or
other circumstances that could give rise to the termination of
the merger agreement, (2)the risk that the Companys stockholders
may not approve the issuance of the Company common stock in
connection with the proposed merger, (3)the risk that the
necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated, (4)risks
that any of the closing conditions to the proposed merger,
including Citrixs distribution of the shares of GetGo, may not be
satisfied in a timely manner, (5)risks related to disruption of
management time from ongoing business operations due to the
proposed transactions, (6)failure to realize the estimated
synergies or growth from the proposed transactions or that such
benefits may take longer to realize than expected, (7)risks
related to unanticipated costs of integration of GetGo by the
Company, (8)the effect of the announcement of the proposed
transactions or the consummation of the proposed transactions on
the ability of the Company and Citrix to retain and hire key
personnel and maintain relationships with their key business
partners and customers, and on their operating results and
businesses generally, (9)the length of time necessary to
consummate the proposed transactions, (10)adverse trends in
economic conditions generally or in the industries in which the
Company and Citrix operate, (11)adverse changes to, or
interruptions in, relationships with third parties unrelated to
the announcement, (12)the Companys ability to compete effectively
and successfully and to add new products and services, (13)the
Companys ability to successfully manage and integrate
acquisitions, (14)the ability to attract new customers and retain
existing customers in the manner anticipated, (15)unanticipated
changes relating to competitive factors in the parties
industries, and (16)the business interruptions in connection with
the Companys technology systems. Discussions of additional risks
and uncertainties are contained in the Companys, Citrixs and
GetGos filings with the U.S. Securities and Exchange Commission
(the SEC). None of the Company Citrix or GetGo is under
any obligation, and each expressly disclaim any obligation, to
update, alter, or otherwise revise any forward-looking
statements, whether written or oral, that may be made from time
to time, whether as a result of new information, future events,
or otherwise. Persons reading this announcement are cautioned not
to place undue reliance on these forward-looking statements which
speak only as of the date hereof.
No Offer or Solicitation
This filing is not intended to and does not constitute an offer
to sell or the solicitation of an offer to subscribe for or buy
or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction to the proposed
transactions or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section10 of
the Securities Act of 1933, as amended. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do
so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality
(including without limitation, facsimile transmission, telephone
and the internet) of interstate or foreign commerce, or any
facility of a national securities exchange, of any such
jurisdiction.
Important Additional Information Filed with the SEC
In connection with the proposed transaction,the Company filed a
registration statement on Form S-4 with the SEC on September16,
2016, as amended on October20, 2016, November18, 2016 and
December13, 2016, and which was declared effective on December15,
2016.This registration statement includes a proxy statement that
also
constitutes a prospectus, which was sent to the Companys
stockholders on or about December20, 2016.Stockholders are urged
to read the proxy statement/prospectus and any other relevant
documents when they become available, because they will contain
important information about the Company, GetGo,Citrixand the
proposed merger. The proxy statement/prospectus and other
documents relating to the proposed transactions (when they become
available) can also be obtained free of charge from the SECs
website atwww.sec.gov. The proxy statement/prospectus and other
documents (when they are available) can also be obtained free of
charge fromLogMeIn upon written request toLogMeIn, Inc., Investor
Relations,333 Summer Street,Boston, MA02210 or by calling (781)
897-0694.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any
security holder of the Company. However, the Company, Citrix and
certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
stockholders of the Company in connection with the proposed
transaction under the rules of the SEC. Information about the
directors and executive officers of Citrix may be found in its
Annual Report on Form 10-K filed with the SEC on February18,
2016, and its definitive proxy statement relating to its 2016
Annual Meeting of Shareholders filed with the SEC on April29,
2016. Information about the directors and executive officers of
the Company may be found in its Annual Report on Form 10-K filed
with the SEC on February19, 2016, and its definitive proxy
statement relating to its 2016 Annual Meeting of Stockholders
filed with the SEC on April8, 2016.
About LogMeIn, Inc. (NASDAQ:LOGM)
LogMeIn, Inc. provides a portfolio of cloud-based service offerings, which helps people and businesses to connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru, BoldChat, Cubby, join.me, LastPass, LogMeIn Pro, LogMeIn Central, LogMeIn Rescue, LogMeIn Rescue+Mobile, LogMeIn Backup, LogMeIn for iOS, LogMeIn Hamachi, MeldiumTM, Xively and RemotelyAnywhere. The Company’s services are focused on markets, such as identity and access management, collaboration and the Internet of Things, and are delivered through the cloud as hosted services, commonly called software-as-a-service (SaaS). The Company offers both free and fee based, or premium, services. The Company’s core cloud-based services are categorized into business lines, including Collaboration, Service and Support, Identity and Access Management, and Connected Products. It also offers annual maintenance services that include software upgrades and support services for this application. LogMeIn, Inc. (NASDAQ:LOGM) Recent Trading Information
LogMeIn, Inc. (NASDAQ:LOGM) closed its last trading session up +0.40 at 98.35 with 116,251 shares trading hands.