DAEGIS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-24: Form 8-K; Period of report 2015-11-23; 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; 7.01 Regulation FD Disclosure; Details 1.02.
- 2015-10-14: Form 8-K; Period of report 2015-10-08; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2015-09-10: Form 8-K; Period of report 2015-09-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-07-30: Form 8-K; Period of report 2015-07-28; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-24 | 8-K | 2015-11-23 | 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; 7.01 Regulation FD Disclosure | 1.02 In connection with the completion of the Merger (as defined below), on November 23, 2015, Daegis Inc., a Delaware corporation (the “Company” or “Daegis”) terminated its existing credit agreement dated as of June 30, 2011, as amended (the “Credit Agreement”), among the Company, as borrower, and Wells Fargo Capital Finance, LLC, as a lender and administrative agent (“Wells Fargo”), and the lenders and guarantors set forth therein and terminated all commitments thereunder. 2.01 As previously announced, on October 8, 2015, Open Text Corporation (“OpenText”) and Company D Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of OpenText (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company. 3.01 As previously announced, the Company’s common stock was suspended from trading by the Nasdaq Capital Market on October 13, 2015, based upon the Company’s non-compliance with the $1.00 minimum bid price requirement for continued listing set forth in NASDAQ Listing Rule 5550(a)(2). 3.03 The information set forth or incorporated by reference in Items 2.01, 3.01 and 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 the completion of the Offer, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement and effective as of the Effective Time on November 23, 2015, Timothy P. Bacci, Darrell B. Montgomery, Richard Brooks, Robert Bozeman, and Steven Whiteman resigned as members of the Company’s Board of Directors, and Gordon A. Davies and John M. Doolittle, the directors of Purchaser immediately prior to the Effective Time, became the directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, effective as of the Effective Time. 7.01 On November 23, 2015, OpenText issued a press release (the “Press Release”) regarding the matters described in this Current Report on Form 8-K. A copy of the Press Release was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed by OpenText on November 23, 2015. | d94805d8k.htm |
| 2015-10-14 | 8-K | 2015-10-08 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.01 On October 9, 2015, the Company was notified by the Nasdaq Hearings Panel (the “Panel”) that, based on the Company’s continued non-compliance with the $1.00 minimum closing bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2), the Panel had determined to delist the Company’s securities from the Nasdaq Stock Market, and would suspend trading in those shares effective at the open of business on October 13, 2015. 5.03 On October 8, 2015, the board of directors of the Company, in its judgment determined that it was advisable for the regulation of the conduct of the affairs of the Company, to further amend the Amended and Restated Bylaws of the Company (the “Bylaws”) and by resolution, the board of directors of the Company authorized, approved and adopted an amendment to the Bylaws (the “Bylaw Amendment”). 7.01 On October 8, 2015, the Company issued a press release announcing the execution of the Merger Agreement. 8.01 In connection with the Offer and Merger, Timothy P. Bacci, President and Chief Executive Officer of the Company, Susan K. Conner, Chief Financial Officer and Chief Operating Officer of the Company, all directors of the Company, and an affiliate of Mr. Bacci entered into a Tender and Voting Agreement agreeing to, among other things, tender all the shares beneficially owned by them pursuant to the Offer and to vote against any Acquisition Proposal (as defined in the Merger Agreement) or any merger, consolidation or other combination involving the Company, other than the Merger, unless the Merger Agreement is terminated. | d88630d8k.htm |
| 2015-09-10 | 8-K | 2015-09-10 | 2.02 Results of Operations and Financial Condition | 2.02 On September 10, 2015, Daegis Inc. (the “Company” or “Daegis”) issued a press release announcing the Company’s financial results for the first quarter ending July 31, 2015. | daegis_8k.htm |
| 2015-07-30 | 8-K | 2015-07-28 | 7.01 Regulation FD Disclosure | 7.01 On July 28, 2015, Daegis Inc. (the “Company” or “Daegis”) held an earnings conference call to discuss its financial results for the fourth quarter and full year ending April 30, 2015. | daegis_8k.htm |
| 2015-07-29 | 8-K | 2015-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2015, Daegis Inc. (the “Company” or “Daegis”) issued a press release announcing the Company’s financial results for the fourth quarter and full year ending April 30, 2015. | daegis_8k.htm |
| 2015-06-05 | 8-K | 2015-06-03 | 7.01 Regulation FD Disclosure | 7.01 On June 3, 2015, Daegis Inc. (the “Company”) held a call to provide a corporate update. | daegis_8k.htm |
| 2015-06-04 | 8-K | 2015-06-02 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities | 2.02 On June 3, 2015, Daegis Inc. (the “Company” or “Daegis”) issued a press release pre-announcing fourth quarter fiscal 2015 estimated total revenue of $6.1 million, a 7% increase sequentially compared to $5.7 million in the third quarter of fiscal 2015. 2.05 On June 2, 2015, the Company committed to a plan to reduce costs to better align with the needs of the business. | daegis_8k.htm |
| 2015-05-06 | 8-K | 2015-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Daegis Inc. (the “Company” or “Daegis”) has reported that after 27 years of dedicated service, Frank Verardi, Vice President and General Manager, Gupta Technologies and Composer Technologies has retired effective May 1, 2015. | daegis_8k.htm |
| 2015-05-05 | 8-K | 2015-04-30 | 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 (a) The disclosure in Item 1.01 hereof is incorporated by reference into this Item 2.03 in its entirety. | daegis_8k.htm |
| 2015-04-17 | 8-K | 2015-04-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 15, 2015, Daegis Inc. (the "Company") was notified by the Listing Qualifications Staff of The NASDAQ Stock Market LLC that, based on the Company’s continued non-compliance with the $1.00 minimum closing bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2), the Company’s securities are subject to delisting from NASDAQ unless the Company timely requests a hearing before the Listing Qualifications Panel (the “Panel”). | daegis_8k.htm |
| 2015-04-09 | 8-K | 2015-04-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2015, Daegis Inc. (the “Company” or “Daegis”) announced the election of Darrell Montgomery to its board of directors. | daegis_8k.htm |
| 2015-02-26 | 8-K | 2015-02-24 | 7.01 Regulation FD Disclosure | 7.01 On February 24, 2015, Daegis Inc. (the “Company” or “Daegis”) held an earnings conference call to discuss its unaudited financial results for the third quarter ending January 31, 2015. | daegis_8k.htm |
| 2015-02-25 | 8-K | 2015-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2015, Daegis Inc. (the “Company” or “Daegis”) issued a press release announcing the Company’s financial results for the third quarter ending January 31, 2015. | daegis_8k.htm |