MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
On October 21, 2019, in connection with the consummation of the Merger, the Company terminated the Credit Agreement, dated as of March 2, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Company, Univest Bank and Trust Co. (“Univest”), and the other loan parties party thereto. All of the Company’s obligations (other than customary inchoate obligations such as indemnification claims) outstanding under the Credit Agreement were repaid and extinguished without penalty, and all collateral securing repayment of amounts due under the Credit Agreement was released.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on October 21, 2019, the Merger was completed to Section 251 of the DGCL and the Company became a wholly-owned indirect subsidiary of Parent.
The information set forth in the Introductory Note to this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger and Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2019, and which is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
On October 21, 2019, in connection with the consummation of the Merger, the Company (i) informed the Nasdaq Capital Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of shares of Common Stock has been halted and will be suspended prior to the open of trading on October 22, 2019.
The Company also intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
At the Effective Time, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent. As a result, a change of control of the Company occurred.
The total amount of cash consideration paid by Parent to Company stockholders in the Merger was approximately $153.5 million. Parent funded the Merger Consideration with a combination of cash on hand, equity contributions from certain funds affiliated with Accel-KKR, as well as funds available to Parent under existing financing facilities.
The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, in connection with the Merger, each of Dwight B. Mamenteo, Frederick G. Wasserman, W. Austin Lewis IV and Peter H. Kamin ceased to be directors of the Board of Directors of the Company. Michael G. Jamieson remained as a director of the Company.
At the Effective Time, in connection with the Merger, Ian Bendelow and Nigel Bedford became directors of the Company.
The officers of the Company immediately prior to the Effective Time continued as officers of the Company and are the officers of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation of the Company, as amended, and it bylaws, were each amended and restated in its entirety. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
| 3.2 | Amended and Restated Bylaws of MAM Software Group, Inc. |
MAM SOFTWARE GROUP, INC. Exhibit
EX-3.1 2 ex_160620.htm EXHIBIT 3.1 ex_160620.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAM SOFTWARE GROUP,…
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About MAM SOFTWARE GROUP, INC. (NASDAQ:MAMS)
MAM Software Group, Inc. (MAM) is a technology holding company. The Company is a provider of cloud-based business and on premise management solutions for the auto parts, tires and vertical distribution industries. Its segments include MAM UK and MAM NA. It operates through three subsidiaries: MAM Software, Inc. (MAM NA), MAM Software Limited (MAM Ltd.) and Origin Software Solutions Ltd. (Origin) (MAM Ltd. and Origin are collectively referred to as MAM UK). The Company provides software, information and related services to businesses engaged in the automotive aftermarket in the United States, Canada, the United Kingdom and Ireland. In the United Kingdom Market, it also provides management solutions to businesses involved in the wholesale of construction materials. Its products and services include business management systems, information products, online services, and customer support and consulting and training.