BLUE NILE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-02-17: Form 8-K; Period of report 2017-02-17; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2017-02-17: Form 8-K; Period of report 2017-02-17; 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; 8.01 Other Events; Details 2.01.
- 2017-02-15: Form 8-K; Period of report 2017-02-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2017-02-02: Form 8-K; Period of report 2017-02-02; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-02-17 | 8-K | 2017-02-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 is incorporated by reference herein. | d349477d8k.htm |
| 2017-02-17 | 8-K | 2017-02-17 | 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; 8.01 Other Events | 2.01 As described above in the Introductory Note to this Current Report on Form 8-K, on February 17, 2017, the Company completed the Merger pursuant to the Merger Agreement and became a wholly-owned subsidiary of Parent. 3.01 On February 17, 2017, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger was consummated. 3.03 As described under Item 2.01 above, as a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any direct or indirect subsidiary of the Company, Parent and Merger Sub) was cancelled and converted into the right to receive the Per Share Price. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company following the Merger. 5.03 In connection with the consummation of the Merger, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to read substantially identically to the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, and such eighth amended and restated certificate of incorporation and amended and restated bylaws became the certificate of incorporation and bylaws, respectively, of the surviving corporation after the Merger. 8.01 On February 17, 2017, the Company issued a press release announcing the completion of the Merger. | d314948d8k.htm |
| 2017-02-15 | 8-K | 2017-02-15 | 7.01 Regulation FD Disclosure | 7.01 On January 13, 2017, an alleged stockholder of Blue Nile, Inc. (“Blue Nile”) filed a putative class action complaint (the “Complaint”) in the Delaware Court of Chancery (the “Delaware Court”) against Blue Nile and the members of its Board of Directors, captioned Hale v. | form8-k02x14x17.htm |
| 2017-02-02 | 8-K | 2017-02-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 2, 2017, Blue Nile, Inc. (“Blue Nile” or the “Company”) held a special meeting of stockholders (the “Company Stockholder Meeting”) at 411 First Avenue South, Suite 210, Seattle, WA 98104. | a8-kresultsofcompanystockh.htm |
| 2017-01-24 | 8-K | 2017-01-24 | 8.01 Other Events | 8.01 As previously announced, on November 6, 2016, Blue Nile, Inc., a Delaware corporation (“Blue Nile” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BC Cyan Parent Inc., a Delaware corporation (“Parent”), and BC Cyan Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | a8-k.htm |