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BLUE COAT SYSTEMS INC Form 8-K: Current report

BLUE COAT SYSTEMS INC Form 8-K: Current report

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

  • 2012-02-16: Form 8-K; Period of report 2012-02-13; Description 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 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 2.01.
  • 2011-12-19: Form 8-K; Period of report 2011-12-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2011-12-09: Form 8-K; Period of report 2011-12-08; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2011-11-17: Form 8-K; Period of report 2011-11-17; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2012-02-168-K2012-02-132.01 Completion of Acquisition or Disposition of Assets; 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders2.01 At a special meeting of stockholders held on February 13, 2012 (the “Special Meeting”), the stockholders of Blue Coat Systems, Inc., a Delaware corporation (the “Registrant”), approved the principal terms of the Agreement and Plan of Merger dated as of December 8, 2011 (the “Merger Agreement”) by and among the Registrant, Project Barbour Holdings Corporation, a Delaware corporation (“Parent”), and Project Barbour Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the merger contemplated thereby (the “Merger”).
3.01 In connection with the Merger, on February 15, 2012, the Registrant submitted a written request to The NASDAQ Stock Market LLC (“Nasdaq”) for Nasdaq to cease trading of the Registrant Common Stock on the Nasdaq Global Select Market, to suspend the listing of the Registrant Common Stock and to file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist the Registrant Common Stock from the Nasdaq Global Select Market and deregister the Registrant Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
3.03 outstanding option, the excess of $25.81 over the per share exercise price of such option), and, accordingly, such holders no longer have any interest in the Company’s future earnings or growth.
5.01 The information in Items 2.01, 3.01 and 3.03 are incorporated herein by reference.
5.02 Upon the effective time of the Merger and pursuant to the terms of the Merger Agreement, each of the directors of the Registrant was removed and the directors of Merger Sub became the directors of the Registrant.
5.03 Pursuant to the Merger Agreement, at the effective time of the Merger, the Registrant’s certificate of incorporation was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement.
5.07 On February 13, 2012, the Registrant held a Special Meeting to approve the Merger Agreement.
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