CERNER Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-06-08: Form 8-K; Period of report 2022-06-08; 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; Details 2.01.
- 2022-05-31: Form 8-K; Period of report 2022-05-26; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2022-05-03: Form 8-K; Period of report 2022-05-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-03-15: Form 8-K; Period of report 2022-03-15; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-06-08 | 8-K | 2022-06-08 | 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 | 2.01 The Offer and withdrawal rights expired as scheduled at 12:00 midnight, Eastern Time, at the end of the day on June 6, 2022 (such date and time, the “Expiration Time”). 3.01 In connection with the closing of the Merger, Cerner notified the Nasdaq Stock Market LLC (“Nasdaq”) on June 8, 2022 that the Merger was consummated, and requested that Nasdaq (i) suspend trading of the common stock of Cerner as of before the open of trading on June 8, 2022, and (ii) file a notification of delisting of the Company’s common stock from the Nasdaq and deregistration of Cerner’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the SEC. 3.03 The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Merger Subsidiary’s acceptance for payment on June 8, 2022 of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer, and the consummation of the Merger pursuant to Section 251(h) of the DGCL on June 8, 2022, a change in control of Cerner occurred and Cerner now is an indirect, wholly owned subsidiary of Oracle. 5.02 In connection with the Merger, at the Effective Time, each of the Company’s directors immediately prior to the Effective Time ceased to be directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and bylaws of Merger Subsidiary in effect immediately prior to the Effective Time. | d223229d8k.htm |
| 2022-05-31 | 8-K | 2022-05-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Gerald E. Bisbee, Jr., PhD retired from the Board of Directors (the "Board") of Cerner Corporation ("Cerner," the "Company" or "our"), effective immediately prior to Cerner's 2022 Annual Meeting of Shareholders held on May 26, 2022 (the "2022 Annual Meeting"). 5.07 At the 2022 Annual Meeting, Cerner's shareholders considered and voted on the proposals described in detail in the 2022 Proxy Statement. | cern-20220526.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2022, Cerner Corporation ("Cerner") announced that it had released its financial results for the first quarter ended March 31, 2022. | cern-20220503.htm |
| 2022-03-15 | 8-K | 2022-03-15 | 8.01 Other Events | 8.01 On March 15, 2022, Cerner Corporation (“Cerner”) announced that its Board of Directors declared a quarterly cash dividend on Cerner’s common stock of $0.27 per issued and outstanding share. | d322890d8k.htm |
| 2022-02-22 | 8-K | 2022-02-22 | 2.02 Results of Operations and Financial Condition | 2.02 On February 22, 2022, Cerner Corporation ("Cerner") announced that it had released its financial results for the fourth quarter and full year ended December 31, 2021. | cern-20220222.htm |
| 2022-01-19 | 8-K | 2022-01-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 15, 2022 the Compensation Committee of the Board of Directors of Cerner Corporation (the “Company”) approved entering into a letter agreement with each of David Feinberg and Jerome Labat, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Technology Officer, respectively, (each, a “Waiver”) that amends his employment or severance agreement (each, a “Severance Agreement”) effective in connection with the closing of Oracle Corporation and OC Acquisition LLC’s (“Parent”) contemplated acquisition of the Company (the “Transaction”). | cern-20220115.htm |
| 2022-01-04 | 8-K | 2021-12-30 | 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 disclosure provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 with respect to the terms of, and the financial obligations created by, the Credit Agreement. | cern-20211230.htm |