COMVERGE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-05-18: Form 8-K; Period of report 2012-05-15; Description 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 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 1.01.
- 2012-05-10: Form 8-K; Period of report 2012-05-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-04-11: Form 8-K; Period of report 2012-04-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-04-11: Form 8-K/A; Period of report 2012-03-08; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-05-18 | 8-K | 2012-05-15 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 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 | 1.01 Entry into a Material Definitive Agreement. 3.01 On May 15, 2012, in connection with the Merger effected pursuant to the Agreement and Plan of Merger, dated as of March 26, 2012 (the “Merger Agreement”), among Comverge, Peak Holding Corp., a Delaware corporation (“Parent”) and Peak (which is a wholly-owned subsidiary of Parent), the Company notified The NASDAQ Stock Market, LLC (“NASDAQ”) of its intent to remove its common stock from listing on the NASDAQ Global Market and requested NASDAQ file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister its shares of common stock (“Shares”). 3.02 On May 15, 2012, pursuant to the terms of the Merger Agreement, Purchaser exercised its top-up option to purchase (the “Top-Up Option”), at a per share price equal to the Offer Price (as defined in Item 5.01 below), 69,310,020 newly issued shares of the Company’s common stock (the “Top-Up Shares”), in exchange for an amount in cash equal to the aggregate par value of the Top-Up Shares and an unsecured, non-negotiable and non-transferable promissory note issued by Purchaser and Parent to the Company in the aggregate principal amount of $121,292,535, bearing interest at 3% per annum, with principal and interest due one year after the purchase of the Top-Up Shares, prepayable without premium or penalty. 3.03 The information set forth in Items 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As previously disclosed, pursuant to the Merger Agreement, Purchaser commenced a cash tender offer on April 11, 2012 to acquire all of the Company’s Shares for a purchase price (the “Offer Price”) of $1.75 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 11, 2012, as amended and supplemented (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended and supplemented, constitute the “Offer”). 5.02 In accordance with the Merger Agreement, on May 15, 2012, each of Alec Dreyer, David Kuzma, James Moore, Jr., Rudolf Hoefling, John McCarter, R. Blake Young, Joseph O’Donnell, Nora Brownell, A. Laurence Jones and John Rego voluntarily resigned from the Board and from all Board committees on which such directors served, and Brian Schwartz, Fraser Preston and Joseph Zulli, the directors of Purchaser immediately prior to the effective time of the Merger, became the directors of the Company. 5.03 In accordance with the Merger Agreement, at the effective time of the Merger, the certificate of incorporation of the Company was amended and restated (the “Amended and Restated Charter”) to be in the form of Purchaser’s certificate of incorporation immediately prior to the effective time of the Merger, except that the name of the Company remained “Comverge, Inc.” In addition, immediately following the effective time of the Merger, the bylaws of the Company were amended and restated (the “Amended and Restated Bylaws”) to be substantially in the form of Purchaser’s bylaws in effect immediately prior to the effective time of the Merger. 8.01 On May 16, 2012, the Company and H.I.G. issued a joint press release announcing the expiration of the subsequent offering period, the exercise of the Top-Up Option, and the completion of the Merger attached hereto as Exhibit 99.1. | d355997d8k.htm |
| 2012-05-10 | 8-K | 2012-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2012, Comverge, Inc. issued a press release announcing its results of operations for the quarter ended March 31, 2012. | comv8-k_5102012.htm |
| 2012-04-11 | 8-K | 2012-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 7, 2012, Mr. Arthur Vos, IV, submitted his resignation as the Senior Vice President of Utility Sales and Chief Technology Officer of Comverge, Inc. (the “Company”). | d331330d8k.htm |
| 2012-04-11 | 8-K/A | 2012-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment No. 1 (“Amendment”) on Form 8-K/A amends the current report on Form 8-K of Comverge, Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2012 (“Form 8-K”). | d332773d8ka.htm |
| 2012-03-26 | 8-K | 2012-03-26 | 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; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 On March 26, 2012, Comverge, Inc. (the “Company”), Peak Holding Corp., a Delaware corporation (“Parent”) and Peak Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into an Agreement and Plan of Merger (“Merger Agreement”). 2.03 On March 26, 2012, in connection with entering into the Merger Agreement, the Company also entered into (1) a Note Purchase and Security Agreement by and among the Company, Peak Holding Corp. and the Purchasers and subsidiaries of the Company named therein (the “Note Purchase Agreement”), (2) a Forbearance Agreement by and among the Company, Grace Bay Holdings II, LLC (“Grace Bay”) and the subsidiaries of the Company named therein (the “Grace Bay Forbearance Agreement”), (3) a Forbearance Agreement by and among the Company and the other parties to the Note Purchase Agreement (the “NPA Forbearance”), and (4) a Forbearance and Sixth Amendment Agreement by and among the Company, Silicon Valley Bank and the subsidiaries of the Company named therein (the “SVB Forbearance and Amendment”). 2.04 The Grace Bay Forbearance Agreement described in Item 2.03 provides for a forbearance of the requirement that the Company make amortization payments pursuant to the Grace Bay Loan Agreement. 3.02 As disclosed in Item 2.03, the indebtedness issued by the Company pursuant to the Note Purchase Agreement is convertible under certain circumstances into shares of common stock or preferred stock of the Company. 3.03 On March 26, 2012, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware for the Company’s Class A 15% Participating Convertible Preferred Stock, which filing was required pursuant to the terms of Note Purchase Agreement. 8.01 On March 26, 2012 the Company issued a press release announcing the execution of the Merger Agreement. | d323449d8k.htm |
| 2012-03-22 | 8-K | 2012-03-16 | 1.02 Termination of a Material Definitive Agreement | 1.02 Effective March 16, 2012, Comverge, Inc. (the “Company”) and Projects International, Inc. (“PI”) terminated by mutual agreement that certain Joint Master Agreement between the Company and PI, dated June 11, 2010 (the “Master Agreement”), as well as the related Trademark License Agreement and Warrant Agreement, each between the Company and PI and dated June 11, 2010. | d321129d8k.htm |
| 2012-03-15 | 8-K | 2012-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 On March 15, 2012, Comverge, Inc. issued a press release announcing its results of operations for the year ended December 31, 2011. | form8-k_2012315.htm |
| 2012-03-14 | 8-K | 2012-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 8, 2012, the Compensation Committee of the Board of Directors of Comverge, Inc. (the “Company”) approved annual incentive awards with respect to the Company’s fiscal year ended December 31, 2011. | form8k-03142012.htm |
| 2012-03-02 | 8-K | 2012-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 27, 2012, Mr. Scott B. Ungerer, a Class I director, tendered to the Board of Directors (the “Board) his resignation from the Board of Comverge, Inc. (the “Company”), and Mr. Joseph O’Donnell, a Class II director, informed the Board that he does not intend to stand for reelection to the Board at the Company’s next Annual Meeting of Stockholders. | form8k03022012.htm |