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Concentrix SREV, Inc. Form 8-K: Current report

Concentrix SREV, Inc. Form 8-K: Current report

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

  • 2022-07-28: Form 8-K; Period of report 2022-07-22; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2022-07-28: Form 8-K; Period of report 2022-07-22; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2022-07-20: Form 8-K; Period of report 2022-07-20; Description 1.02 Termination of a Material Definitive Agreement; 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 1.02.
  • 2022-07-20: Form 8-K; Period of report 2022-07-20; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-07-288-K2022-07-225.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 22, 2022, the Company amended and restated its Certificate of Incorporation to (i) change the name of the Company to Concentrix SREV, Inc., (ii) discontinue the staggered election of the Company’s board of directors, (iii) permit the Company’s sole shareholder to act by written consent, and (iv) make certain other changes to reflect that the Company is no longer a publicly traded company.srev-20220722.htm
2022-07-288-K2022-07-225.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 22, 2022, the Company amended and restated its Certificate of Incorporation to (i) change the name of the Company to Concentrix SREV, Inc., (ii) discontinue the staggered election of the Company’s board of directors, (iii) permit the Company’s sole shareholder to act by written consent, and (iv) make certain other changes to reflect that the Company is no longer a publicly traded company.srev-20220722.htm
2022-07-208-K2022-07-201.02 Termination of a Material Definitive Agreement; 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 Events1.02 In connection with the Merger, on July 20, 2022, the Company terminated all commitments and repaid all amounts outstanding under that certain Loan and Security Agreement, dated as of July 23, 2021, by and among the Company and ServiceSource Delaware, Inc., as borrowers, and Bank of America, N.A., as lender.
2.01 As a result of the Merger, except as otherwise provided in the Merger Agreement, each share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted into the right to receive $1.50 per share in cash, without interest (the “Merger Consideration”).
3.01 In connection with the completion of the Merger, on July 20, 2022, the Company notified The Nasdaq Stock Market LLC (“NASDAQ”) that the Merger had been completed and requested that NASDAQ (1) suspend trading of the Common Stock on NASDAQ, (2) withdraw the Common Stock from listing on NASDAQ and (3) file with the SEC a notification of removal from listing on Form 25 to delist the Common Stock from NASDAQ.
3.03 The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 As a result of the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent.
5.02 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
8.01 On July 20, 2022, Parent issued a press release announcing the consummation of the Merger.
srev-20220720.htm
2022-07-208-K2022-07-205.07 Submission of Matters to a Vote of Security Holders5.07 At a special meeting of the stockholders of ServiceSource International, Inc., a Delaware corporation (the “Company”) held on July 20, 2022 (the “Special Meeting”), 78,716,385 of the 100,261,386 shares of common stock outstanding as of June 13, 2022, the record date, were present at the meeting virtually/via webcast or represented by proxy, constituting 78.5% of the outstanding shares entitled to vote and a valid quorum.tm2221420d1_8k.htm
2022-07-078-K2022-07-078.01 Other Events8.01 As previously disclosed, on May 6, 2022, ServiceSource International, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Concentrix Corporation, a Delaware corporation (“Parent”), and Concentrix Merger Sub Inc., a Delaware corporation (“Acquisition Sub”).tm2220600d1_8k.htm
2022-05-168-K2022-05-125.07 Submission of Matters to a Vote of Security Holders5.07 At the 2022 annual meeting of stockholders of ServiceSource International, Inc. (the “Company”) held on May 12, 2022 (the “Annual Meeting”), 87,415,894 of the 99,938,408 shares of common stock outstanding as of March 18, 2022, the record date, were represented at the meeting in person or by proxy, constituting 87.5% of the outstanding shares entitled to vote and a valid quorum.srev-20220512x8k.htm
2022-05-108-K2022-05-102.02 Results of Operations and Financial Condition2.02 On May 10, 2022, ServiceSource International, Inc. issued a press release announcing its results for the quarter ended March 31, 2022.srev-20220510x8k.htm
2022-05-098-K2022-05-061.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 On May 6, 2022, the Company entered into an indemnification agreement with Mike Naughton, the Company’s Chief Operating Officer, in the form of the Company’s standard indemnification agreement for officers and directors.
tm2214833d1_8k.htm
2022-02-238-K2022-02-232.02 Results of Operations and Financial Condition2.02 On February 23, 2022, ServiceSource International, Inc. issued a press release announcing its results for the fourth quarter and full-year ended December 31, 2021.srev-20220223x8k.htm