ONVIA, INC. (NASDAQ:ONVI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March 20, 2017, the Board of Directors (the Board) of Onvia,
Inc. (the Company) approved and adopted the Second Amended and
Restated Section382 Rights Agreement, dated as of March 20, 2017
(the Second Amended Rights Agreement), between the Company and
Computershare Trust Company, N.A., as rights agent (the Rights
Agent), which amends and restates the Amended and Restated
Section 382 Rights Agreement dated as of April 24, 2014 (the
First Amended Rights Agreement).
The First Amended Rights Agreement would have expired on May4,
2017 and was amended and restated in its entirety by the Second
Amended Rights Agreement. Specifically, the amendments contained
in the Second Amended Rights Agreement:
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extend the final expiration date of the Second Amended Rights Agreement to May4, 2020; |
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amend the definition of Existing Holder to require that any beneficial owner of 4.9% or more of the outstanding shares of the common stock of the Company, as of the date of the Second Amended Rights Agreement, (i) evidence such status by a public announcement prior to the date of the Second Amended Rights Agreement by the Company or the beneficial owner that provides such beneficial ownership status or discloses information which reveals such beneficial ownership status, or (ii) ensure that a majority of the Board is aware of such beneficial ownership status, as of the date of the Second Amended Rights Agreement; and |
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make certain other immaterial changes to the First Amended Rights Agreement. |
The Second Amended Rights Agreement will be submitted to the
Companys stockholders for ratification at the Companys 2017
annual meeting of stockholders.
The foregoing summary is not a complete description of the Second
Amended Rights Agreement and is qualified in its entirety by
reference to the full text of the Second Amended Rights
Agreement, which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
| Item3.03. |
Material Modification to Rights of Security Holders. |
See the description set out under Item 1.01 Entry into a Material
Definitive Agreement, which is incorporated by reference into
this Item3.03.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description |
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| 4.1 |
Second Amended and Restated Section 382 Rights Agreement, dated March 20, 2017, by and between Onvia, Inc. and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Certificate of Designation of Series RA Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B, and the Summary of Rights as Exhibit C (incorporated by reference from Exhibit 4.1 to Onvias Form 8-A/A filed with the SEC on March 21, 2017 (File No. 001-35164)). |
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About ONVIA, INC. (NASDAQ:ONVI)
Onvia, Inc. (Onvia) is a provider of business information and research solutions that help companies plan, market and sell to government agencies throughout the United States. The Company’s business solutions provide clients online access to its information about government procurement activity across local, state and federal government agencies. The business intelligence derived from its solutions allows clients to identify and research market opportunities, analyze market trends and obtain insights about their competitors and channel partners. Its offerings include Onvia Database, Project Center, Agency Center, Vendor Center, Spending Forecast Center, Term Contract Center, Purchase Order Analytics, the Onvia Guide and Management Reports. Onvia maintains a database of public sector procurement information. It provides access to approximately five million procurement-related records connected to over 400,000 companies from across approximately 86,000 procurement entities nationally. ONVIA, INC. (NASDAQ:ONVI) Recent Trading Information
ONVIA, INC. (NASDAQ:ONVI) closed its last trading session down -0.05 at 4.30 with 2,458 shares trading hands.
