NCI, INC. (NASDAQ:NCIT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information contained in the Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, NCI notified the NASDAQ Stock Market LLC (“NASDAQ”) on August15, 2017 that each Share (other than the Shares owned by NCI, Parent or Purchaser, or any of their subsidiaries, or by stockholders who validly exercised and perfected their appraisal rights under the DGCL) was automatically converted into the right to receive the Offer Price, without interest and subject to deduction for any required withholding of taxes, and requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration Under Section12(b) of the Securities Exchange Act of 1934 on Form 25 to delist and deregister the ClassA Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). NCI requested that NASDAQ halt trading of the ClassA Shares on NASDAQ on August15, 2017. NCI also intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of NCI’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 1.01 | Material Modification to Rights of Security Holders. |
The information contained in the Introductory Note and Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01 | Changes in Control of Registrant. |
As described in the Introductory Note of this Current Report on Form 8-K, at the Acceptance Time, Purchaser accepted for payment all Shares validly tendered and not withdrawn to the Offer on or prior to the Expiration Time. As a result of the acceptance of such Shares, a change in control of NCI occurred. At the Effective Time, NCI became a wholly owned subsidiary of Parent.
As described above, the Merger was completed on August15, 2017. The Merger was effected to Section251(h) of the DGCL, without a vote of the stockholders of NCI. At the Effective Time, each Share then issued and outstanding (other than the Shares owned by NCI, Parent or Purchaser, or any of their subsidiaries, or by stockholders who validly exercised and perfected their appraisal rights under the DGCL) was converted into the right to receive the Offer Price, without interest and subject to deduction for any required withholding of taxes.
The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $283.1million, without giving effect to related transaction fees and expenses. The source of such funds was equity contributions from H.I.G. Middle Market LBO Fund II, L.P., an affiliate of HIG, and certain limited partners thereof, cash on hand of NCI and proceeds from debt financing provided by KKR Credit Advisors (US) LLC.
The information contained in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01 | 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, the directors of Purchaser immediately prior to the Effective Time, Jeffrey Kelly and Vivek Jain, became the directors of NCI at the Effective Time. Additionally, each of Paul Dillahay, James Allen, Paul Lombardi, Cindy Moran, Charles Narang, Austin Yerks, and Daniel Young ceased serving as a member of the Board of Directors of NCI at the Effective Time.
In addition, effective as of the Effective Time, Paul Dillahay, Lucas Narel and Michele Cappello, the officers of NCI immediately prior to the Effective Time, became the Chief Executive Officer and President, Executive Vice President, Chief Financial Officer and Treasurer, and General Counsel and Corporate Secretary, respectively, of NCI.
4
Information about Messrs. Kelly and Jain is contained in the Offer to Purchase for Cash, dated July17, 2017, filed by Parent and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on July17, 2017, as subsequently amended, which information is incorporated herein by reference.
The disclosure contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Merger, at the Effective Time, NCI’s certificate of incorporation and bylaws were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 1.01.
On August14, 2017, HIG issued a press release announcing the expiration and results of the Offer and the expected consummation of the Merger. On August15, 2017, NCI and HIG issued a press release announcing the consummation of the Merger. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Number |
Description |
| 3.1 | Second Amended and Restated Certificate of Incorporation of NCI, Inc. |
| 3.2 | Amended and Restated Bylaws of NCI, Inc. |
| 99.1 | Press Release issued by HIG, dated August14, 2017 (incorporated by reference to Exhibit (a)(5)(I) to the Schedule 14D-9/A filed by NCI, Inc. with the SEC on August14, 2017). |
| 99.2 | Press Release issued by NCI, Inc. and HIG, dated August15, 2017. |
5
NCI, Inc. ExhibitEX-3.1 2 d597857dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NCI,…To view the full exhibit click here
About NCI, INC. (NASDAQ:NCIT)
NCI, Inc. is a provider of enterprise services and solutions to defense, intelligence, healthcare and civilian government agencies. The Company provides information technology (IT), and professional services and solutions by leveraging its core service offerings, which include cloud computing and IT infrastructure optimization; cybersecurity and information assurance; engineering and logistics support; enterprise information management and advanced analytics; health IT and medical support; IT service management; modeling, simulation, and training, and agile development and integration. The Company helps its clients to navigate the range of cloud, Everything-as-a-Service (EaaS), capacity services and virtualization options available. The Company provides its customers the full lifecycle of cybersecurity services, including policy and planning, compliance, identity and access management, training, education, awareness and enterprise security operations.