RETAILMENOT, INC. (NASDAQ:SALE) Files An 8-K Completion of Acquisition or Disposition of Assets

RETAILMENOT, INC. (NASDAQ:SALE) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on May 23, 2017,
Purchaser accepted for payment all Shares validly tendered and
not properly withdrawn to the Offer on or prior to the Expiration
Time and will promptly pay for such Shares in accordance with the
terms of the Offer. On May 23, 2017, the Merger was completed to
Section 251(h) of the DGCL, with no Company stockholder vote
required to consummate the Merger. At the Effective Time, the
Company became a wholly owned subsidiary of Parent. As a result,
a change of control of the Company occurred.
The information contained in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item 2.01. The foregoing description of the Merger is qualified
in its entirety by reference to the Merger Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing
Listing Rule or Standard; Transfer of Listing.
On May 23, 2017, in connection with the consummation of the Offer
and the Merger, the Company (i) notified the NASDAQ Stock Market
(NASDAQ) of the consummation of the Merger and (ii) requested
that NASDAQ (x) halt trading of the Shares effective before the
opening of trading on May 23, 2017, and permanently suspend
trading at the close of trading on May 23, 2017, and (y) file
with the SEC a Form 25 Notification of Removal from Listing
and/or Registration to delist and deregister the Shares under
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act). The Shares, which previously traded under the
symbol SALE, ceased to be traded on NASDAQ prior to the opening
of trading on May 23, 2017. The Company intends to file with the
SEC a Form 15 requesting that the Shares be deregistered and that
the Companys reporting obligations under Sections 12(g) of the
Exchange Act be terminated.
The information contained in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and Items 2.01
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.
The information contained in the Introductory Note and Items 2.01
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.
In connection with the consummation of the Merger, each of G.
Cotter Cunningham, C. Thomas Ball, Eric Korman, Jules A. Maltz,
Gokul Rajaram, Greg J. Santora, Brian H. Sharples and Tamar
Yehoshua resigned as members of the Board of Directors of the
Company and as members of Committees of the Board of Directors
effective as of the Effective Time.
Following the consummation of the Merger, the following persons
were appointed as directors of the Company: Victor Nichols,
Edward P. Taibi and Peter A. Fera, Jr.
The information contained in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
In connection with the consummation of the Merger, to the Merger
Agreement, the Companys certificate of incorporation, as amended
and restated, and its bylaws, as amended and restated, were each
amended and restated in their entirety, effective as of the
Effective Time. Copies of the certificate of incorporation and
bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto,
respectively, and are incorporated by reference into this Item
5.03.
Item 8.01 Other Events.
On May 23, 2017, Parent issued a press release relating to the
consummation of the Merger. The press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No.
Description
2.1
Agreement and Plan of Merger by and among Harland Clarke
Holdings Corp., RetailMeNot, Inc. and R Acquisition Sub,
Inc. dated April 10, 2017 (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the SEC on April 10, 2017)*
3.1
Amended and Restated Certificate of Incorporation of
RetailMeNot, Inc.
3.2
Amended and Restated By-Laws of RetailMeNot, Inc.
99.1
Press Release issued by Parent, dated May 23, 2017
(incorporated by reference to Exhibit (a)(5)(D) to
Amendment No. 4 to the Schedule TO filed on May 23, 2017 by
Harland Clarke Holdings Corp. and R Acquisition Sub, Inc.)
*
Schedules have been omitted to Item 601(b)(2) of
Regulation S-K. RetailMeNot hereby undertakes to furnish
supplemental copies of any of the omitted schedules upon
request by the U.S. Securities and Exchange Commission.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RETAILMENOT, INC.
Date: May 23, 2017
/s/ Jonathan B. Kaplan
Jonathan B. Kaplan
Senior Vice President and Assistant Secretary
EXHIBIT INDEX
Exhibit No.
Description
2.1
Agreement and Plan of Merger by and among Harland Clarke
Holdings Corp., RetailMeNot, Inc. and R Acquisition Sub,
Inc. dated April 10, 2017 (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the SEC on April 10, 2017)*
3.1
Amended and Restated Certificate of Incorporation of
RetailMeNot, Inc.
3.2
Amended and Restated By-Laws of RetailMeNot, Inc.
99.1
Press Release issued by Parent, dated May 23, 2017
(incorporated by reference to Exhibit (a)(5)(D) to
Amendment No. 4 to the Schedule TO filed on May 23, 2017
by Harland Clarke Holdings Corp. and R Acquisition Sub,
Inc.)
*
Schedules have been omitted


About RETAILMENOT, INC. (NASDAQ:SALE)

RetailMeNot Inc. operates a digital savings destination connecting consumers with retailers, restaurants and brands, both online and in-store. The Company’s marketplace features over 800,000 digital offers each month. The Company’s Websites, mobile applications, e-mail newsletters and alerts and social media presence enable consumers to search for, discover and redeem digital offers from retailers and brands. Its marketplace features digital offers across multiple product categories, including clothing, electronics, health and beauty, home and office, travel, dining and entertainment, personal and business services, and shoes. Its primary Websites and mobile applications include RetailMeNot.com, VoucherCodes.co.uk, Poulpeo.com, RetailMeNot.de, Actiepagina.nl, Ma-Reduc.com, and iPhone and Android. It aggregates digital offers from retailers, performance marketing networks, user community, employees and outsourced providers.

RETAILMENOT, INC. (NASDAQ:SALE) Recent Trading Information

RETAILMENOT, INC. (NASDAQ:SALE) closed its last trading session 00.00 at 11.57 with 325,318 shares trading hands.

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