Mattersight Corporation (NASDAQ:MATR) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement
In connection with the Merger, on August 20, 2018, the Company terminated its loan and security agreement with CIBC Bank USA (“CIBC”), dated June 29, 2017 and amended on March 29, 2018 and April 25, 2018 (the “Loan Agreement”), following the repayment of all amounts outstanding thereunder.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2018, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) suspend the trading of shares of the Common Stock on such date, and (y) file a delisting application with the SEC 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 the Common Stock on Nasdaq was suspended prior to market open on August 20, 2018. The Company intends to file with the SEC, on Form 15, a certification and notice of termination of the registration of such shares of common stock under Section 12(g) of the Exchange Act, suspending its obligations to file reports under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 3.01 and Item 5.03 of this Current Report is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 5.02 and Item 5.03 of this Current Report 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 accordance with the terms of the Merger Agreement and effective as of the Effective Time, Kelly D. Conway, Tench Coxe, Philip R. Dur, Henry J. Feinberg, John T. Kohler, David B. Mullen, Michael J. Murray and John C. Staley ceased to serve as members of the Company’s Board of Directors.
In accordance with the terms of the Merger Agreement and effective as of the Effective Time, Yaron Hertz and Jeff Levenberg, the directors and officers of Purchaser immediately prior to the Effective Time, became the directors and officers of the Company. Mr. Hertz became the President of the Company at the Effective Time, and Mr. Levenberg became the Company’s Secretary. Information regarding Messrs. Hertz and Levenberg has been previously disclosed on Schedule 1 of the Offer to Purchase.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated. Copies of the amended and restated certificate of incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 8.01. Other Events
On August 20, 2018, NICE issued a press release announcing the expiration of the Offer and the consummation of the Merger. Such press release is included as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Number |
Title |
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2.1 |
Agreement and Plan of Merger by and among NICE Systems, Inc., NICE Acquisition Sub, Inc., Mattersight Corporation, and, solely for purposes of Section 8.16 thereof, NICE Ltd., dated as of April 25, 2018. (Certain schedules and annexes referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex will be furnished as a supplement to the U.S. Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mattersight Corporation with the Securities and Exchange Commission on April 26, 2018). |
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3.1 |
Amended and Restated Certificate of Incorporation of Mattersight Corporation. |
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3.2 |
Amended and Restated Bylaws of Mattersight Corporation. |
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99.1 |
Press Release issued by NICE Ltd., dated August 20, 2018 (incorporated by reference to Exhibit (a)(1)(M) to Amendment No. 8 to the Tender Offer Statement on Schedule TO, filed by NICE Systems, Inc., NICE Acquisition Sub, Inc. and NICE Ltd. on August 20, 2018). |
Mattersight Corp ExhibitEX-3.1 2 tv501334_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MATTERSIGHT CORPORATION 1.The name of the corporation is Mattersight Corporation. 2.The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company,…To view the full exhibit click here
About Mattersight Corporation (NASDAQ:MATR)
Mattersight Corporation offers behavioral analytics and provides personality-based software products. The Company uses various applications, including predictive behavioral routing, performance management, quality assurance and predictive analytics (collectively, Behavioral Analytics) to analyze and predict customer behavior based on the language exchanged between agents and customers during brand interactions. The Company operates through the Behavioral Analytics segment. Its multi-channel technology captures the unstructured data of voice interactions (conversations), related customer and employee data, and employee desktop activity, and applies various algorithms against those interactions. Its Behavioral Analytics offerings help its clients to identify optimal customer/employee behavioral pairing for call routing; identify and understand customer personality, and measure customer satisfaction and agent performance on every analyzed call, among others.