VICOR CORPORATION (NASDAQ:VICR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
On May30, 2018 (the “Closing Date”), to the terms and subject to the conditions of that certain Agreement and Plan of Merger (the “Merger Agreement”) effective May25, 2018, by and between Vicor Corporation (the “Company”) and Picor Corporation (“Picor”), Picor, which previously was 98% owned by the Company, was merged with and into the Company (the “Merger”), with the Company as the surviving entity. In the Merger, the Company issued 35,729 shares of the Company’s common stock in exchange for 703,207 shares of Picor common stock that had been held by minority stockholders. All of such shares of Company common stock were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section4(a)(2) and Rule 506(b) thereunder.
| Item 3.02(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of the Company has approved amendments to the Picor Corporation Amended and Restated 2001 Stock Option and Incentive Plan (the “Picor Plan”) in connection with transactions contemplated by the Merger Agreement. In connection with the Merger, the Company assumed the Picor Plan and each then outstanding option to acquire Picor stock, whether vested or unvested, under the Picor Plan. Each one share of Picor common stock issued and outstanding and held by a person other than the Company immediately prior to the effective time of the Merger was converted into the right to receive a fraction of a validly issued, fully paid and nonassessable share of the Company’s common stock, $0.01 par value, equal to the exchange ratio determined by dividing (i) $1.91 by (ii)the volume-weighted average price per share of the Company’s common stock, for the consecutive period of twenty trading days beginning on the twenty-second trading day immediately preceding the Closing Date and concluding at the close of trading on the third trading day immediately following the Closing Date.
The Picor Plan, which was previously approved by the Company’s stockholders at the 2017 Annual Meeting of Stockholders, was amended and restated on May30, 2018 in connection with the Merger to (i)provide that awards granted under the Picor Plan will be settled in shares of the Company common stock , (ii) adjust the number of shares that are issuable under the Picor Plan to the exchange ratio described above and (iii)provide that no new awards may be granted under the Picor Plan after the completion of the Merger. A copy of the Picor Plan, as amended and restated, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 3.02. | Financial Statements and Exhibits |
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
10.1 Picor Corporation Amended and Restated 2001 Stock Option and Incentive Plan, dated May30, 2018.
Exhibit Index
VICOR CORP ExhibitEX-10.1 2 d601887dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PICOR CORPORATION AMENDED AND RESTATED 2001 STOCK OPTION AND INCENTIVE PLAN SECTION 1. History; General Purpose of the Plan. (a) History. The name of the plan is the Picor Corporation Amended and Restated 2001 Stock Option and Incentive Plan (the Plan). The Plan was assumed and restated by Vicor Corporation on May 30,…To view the full exhibit click here
About VICOR CORPORATION (NASDAQ:VICR)
Vicor Corporation designs, develops, manufactures and markets modular power components and power systems for converting, regulating and controlling electric current. The Company offers a range of subsystems, utilizing its modular components. Its segments include Brick Business Unit (BBU), VI Chip and Picor. The BBU segment designs, develops, manufactures and markets modular direct current-direct current converters and configurable products, and also includes the entities comprising Vicor Custom Power, and the BBU operations of Vicor Japan Company, Ltd. (VJCL). The VI Chip segment includes VI Chip Corporation, which designs, develops, manufactures and markets advanced power component products. The VI Chip segment also includes the VI Chip business conducted through VJCL. The Picor segment includes Picor Corporation (Picor), which designs, develops, manufactures and markets integrated circuits and related products for use in a range of power management and power system applications.