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AFFYMETRIX INC Form 8-K: Current report, 2016

AFFYMETRIX INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2016-03-31: Form 8-K; Period of report 2016-03-31; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.01.
  • 2016-02-17: Form 8-K; Period of report 2016-02-17; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2016-01-14: Form 8-K; Period of report 2016-01-08; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2016-01-11: Form 8-K; Period of report 2016-01-08; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-03-318-K2016-03-311.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders1.01 Entry into a Material Definitive Agreement.
1.02 On March 31, 2016, the Company terminated the Credit Agreement (the “Credit Facility”), dated as of October 28, 2015, among Affymetrix, certain subsidiaries of Affymetrix, Bank of America, N.A. and the lenders party thereto.
2.04 Pursuant to the Indenture, subject to certain conditions, each holder of Notes has the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Notes, or any portion thereof that is equal to $1,000 or a multiple thereof, on May 2, 2016 (the “Fundamental Change Repurchase Date”).
3.01 In connection with the consummation of the Merger, on March 31, 2016, the Company submitted a written request to The NASDAQ Stock Market LLC (“Nasdaq”) for Nasdaq to cease trading of Affymetrix’ common stock on the Nasdaq Global Select Market, to suspend the listing of Affymetrix’ common stock, in each case prior to market open on April 1, 2016, and to file with the SEC an application on Form 25 to delist Affymetrix’ common stock from the Nasdaq Global Select Market and deregister Affymetrix’ common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.03 Upon the effective time of the Merger, holders of Affymetrix’ common stock immediately prior to such effective time ceased to have any rights as stockholders of the Company (other than their right to receive the Merger Consideration) and, accordingly, such holders no longer have any interest in the Company’s future earnings or growth.
5.01 The information set forth in the Introductory Note and in Items 2.01, 3.01 and 3.03 are incorporated herein by reference.
5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the effective time of the Merger, were amended and restated in their entirety.
5.07 On March 31, 2016, the Company held a special meeting of stockholders (the “Special Meeting”) to adopt and approve the Merger Agreement.
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2016-02-178-K2016-02-172.02 Results of Operations and Financial Condition2.02 On February 17, 2016, the Company issued a press release announcing its operating results for the twelve months ended December 31, 2015.affx-20151231xpr.htm
2016-01-148-K2016-01-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d100504d8k.htm
2016-01-118-K2016-01-088.01 Other Events8.01 On January 8, 2016, Affymetrix, Inc. (“Affymetrix”) and Thermo Fisher Scientific Inc. (“Thermo Fisher”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, Thermo Fisher agreed to acquire Affymetrix in an all cash transaction.d117358d8k.htm