Diligent Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-04-15: Form 8-K; Period of report 2016-04-12; Description 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
- 2016-03-24: Form 8-K; Period of report 2016-03-23; Description 8.01 Other Events; Details 8.01.
- 2016-03-23: Form 8-K; Period of report 2016-03-22; Description 8.01 Other Events; Details 8.01.
- 2016-03-07: Form 8-K; Period of report 2016-03-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-04-15 | 8-K | 2016-04-12 | 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 2.01 In addition, at the First Effective Time, (i) each option granted under the Company’s 2013 Incentive Plan (the “2013 Plan”) (whether vested or unvested), that was outstanding and unexercised as of the First Effective time was cancelled and converted into the right to receive a payment in cash equal to the product of (x) the number of Common Shares previously subject to such option and (y) the excess, if any, of the Common Stock Merger Consideration over the exercise price per Common Share previously subject to such option, without interest and less any required withholding taxes, (ii) each Common Share subject to vesting or other lapse restrictions (the “Restricted Shares”) and each restricted stock unit (the “RSUs”) granted pursuant to the 2013 Plan that was outstanding as of the First Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of such Restricted Shares or RSUs, as applicable, and (y) the Common Stock Merger Consideration, without interest and less any required withholding taxes, and (iii) each performance share unit granted under the 2013 Plan (each, a “PSU”) that was outstanding as of the First Effective Time, (a) for which the applicable performance period ended prior to the First Effective Time and for which the applicable performance goals or other vesting criteria were not satisfied as of the end of the applicable performance period, was cancelled in accordance with the terms and conditions of the Merger Agreement for no consideration and (b) for which the applicable performance period did not end prior to the First Effective Time, or for which the applicable performance period ended and the applicable performance goals and other vesting criteria were satisfied as of the end of the applicable performance period, was cancelled and converted into the right to receive an amount in cash in equal to the product of (x) the number of Common Shares subject to such PSU (based on the achievement of the performance goals attributable to such PSU (determined assuming achievement of one hundred percent (100%) of target levels)) and (y) the Common Stock Merger Consideration, without interest and less any withholding taxes. 3.03 Upon the First Effective Time, each holder of Shares issued and outstanding immediately prior to the First Effective Time ceased to have any rights as a stockholder of the Company (other than the right, in respect of each of the Shares, to receive the applicable Merger Consideration). 5.01 Pursuant to the terms and conditions of the Merger Agreement, at the First Effective Time, the Company became a wholly-owned subsidiary of Parent, and accordingly, a change in control of the Company occurred. 5.02 At the First Effective Time, each director of the Company immediately prior to the First Effective Time resigned from and ceased serving as a director of the Board of Directors of the Company (the “Board”) and any and all committees thereof. 5.07 On April 13, 2016 (New Zealand time), the Company held a special meeting of its stockholders (the Special Meeting”). 8.01 On April 13, 2016 (New Zealand time), the Company issued a press release announcing the results of its stockholders’ vote at the Special Meeting. | a16-8567_18k.htm |
| 2016-03-24 | 8-K | 2016-03-23 | 8.01 Other Events | 8.01 On March 24, 2016 (New Zealand time), Diligent Corporation issued its annual report for the year ended December 31, 2015 pursuant to the rules of the New Zealand Stock Exchange. | a16-7057_28k.htm |
| 2016-03-23 | 8-K | 2016-03-22 | 8.01 Other Events | 8.01 On March 23, 2016 (New Zealand time), Diligent Corporation (“Diligent”) issued a press release announcing that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), effective March 22, 2016 (New York time) with respect to the previously announced merger (the “Merger”) between Diligent and entities affiliated with funds managed by Insight Venture Partners, LLC. | a16-7057_18k.htm |
| 2016-03-07 | 8-K | 2016-03-06 | 8.01 Other Events | 8.01 On March 7, 2016 (New Zealand time), Diligent Corporation (“Diligent”) issued an announcement stating that it had filed its preliminary proxy statement with the U.S. Securities and Exchange Commission on March 4, 2016 (New York time) in connection with a special meeting of stockholders to be held regarding the merger (the “Merger”) between Diligent and entities affiliated with funds managed by Insight Venture Partners, LLC. | a16-5925_18k.htm |
| 2016-02-29 | 8-K | 2016-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 29, 2016, New Zealand time, Diligent Corporation (the “Company”) issued an announcement and report of its preliminary full year 2015 results pursuant to the rules of the New Zealand Stock Exchange. | a16-5440_18k.htm |
| 2016-02-16 | 8-K | 2016-02-12 | 1.01 Entry into a Material Definitive Agreement; 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. 5.03 On February 12, 2016, the Board approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), which added a new Section 10.5. 8.01 Concurrently with the execution and delivery of the Merger Agreement, Parent entered into voting agreements (the “Voting Agreements”) with each of Spring Street Partners, L.P. and Carroll Capital Holdings, LLC and certain of its affiliates (each, a “Voting Party”), covering a total of 30,000,000 Preferred Shares, which represent 100% of the outstanding Preferred Shares and 10,886,736 Common Shares, representing in the aggregate approximately 35% of the outstanding Common Shares and Preferred Shares, taken together as a single class. | a16-4500_28k.htm |
| 2016-02-16 | 8-K | 2016-02-14 | 8.01 Other Events | 8.01 On February 14, 2016, Diligent Corporation (“Diligent”) issued a press release announcing that it had entered into a definitive agreement to be acquired by Insight Venture Partners (“Insight”). | a16-4500_18k.htm |
| 2015-11-13 | 8-K | 2015-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2015, at approximately 9:30 am, New Zealand Time, Diligent Corporation (the “Company”) conducted a conference call to review the Company’s financial results its fiscal quarter ended September 30, 2015. | a15-22903_18k.htm |
| 2015-11-09 | 8-K | 2015-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Corporation (the “Company”) issued a press release on November 10, 2015, New Zealand Time, disclosing financial information and operating metrics for its fiscal quarter ended September 30, 2015, and discussing its business outlook. | a15-22632_18k.htm |
| 2015-09-30 | 8-K | 2015-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on March 31, 2015, Diligent Corporation (the “Company”) and Alex Sodi (“Sodi”) entered into an amendment (the “Amendment”) to Mr. Sodi’s Employment Agreement, dated June 20, 2014 (the “Sodi Employment Agreement”), to provide for Mr. Sodi’s continued service with the Company in the capacity of Founder and Chief Product Strategy Officer. | a15-20527_18k.htm |
| 2015-09-14 | 8-K | 2015-09-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 8, 2015, New York Time, Diligent Corporation (the “Company”) announced that Michael Stanton was unanimously appointed by the Board of Directors (the “Board”) to serve as Chief Financial Officer (“CFO”) and Executive Vice President (“EVP”) of the Company. | a15-19140_18k.htm |
| 2015-08-19 | 8-K | 2015-08-19 | 2.02 Results of Operations and Financial Condition | 2.02 On August 20, 2015, New Zealand Time, Diligent Corporation (the “Company”) issued a report for the half year period ending June 30, 2015, in accordance with the rules of the New Zealand Stock Exchange. | a15-14614_38k.htm |
| 2015-08-10 | 8-K | 2015-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Corporation (the “Company”) issued a press release on August 11, 2015, New Zealand Time, disclosing financial information and operating metrics for its fiscal quarter ended June 30, 2015, and discussing its business outlook. | a15-17354_18k.htm |
| 2015-06-29 | 8-K | 2015-06-25 | 8.01 Other Events | 8.01 On June 26, 2015 New Zealand Standard Time, the NZ Markets Disciplinary Tribunal (the “Tribunal”) announced that it has approved a settlement agreement between the Company and NZX Limited regarding the Company’s breaches of NZSX Main Board Listing Rules in respect of the requirement to have a minimum of two Directors who are New Zealand residents. | a15-14844_18k.htm |
| 2015-06-03 | 8-K | 2015-06-03 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On May 18, 2015, New Zealand time, the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) voted to amend the Company’s Amended and Restated Certificate of Incorporation to change the name of the Company from “Diligent Board Member Services, Inc.” to “Diligent Corporation” (the “Amendment”). | a15-13320_18k.htm |
| 2015-05-11 | 8-K | 2015-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Board Member Services, Inc. (the “Company”) issued a press release on May 12, 2015, New Zealand Time, disclosing financial information and operating metrics for its fiscal quarter ended March 31, 2015, and discussing its business outlook. | a15-11297_18k.htm |
| 2015-05-01 | 8-K | 2015-04-27 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As previously disclosed in the Supplement to the Notice of Annual Meeting of Shareholders to be held on April 28, 2015, New Zealand time, and Accompanying Proxy Statement (the “Supplement”) that Diligent Board Member Services, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”), on April 10, 2015, the Board of Directors of the Company (the “Board”) reduced its size to six (6) members pending the appointment of a new resident New Zealand director to replace Mark Weldon, who resigned from the Board effective April 9, 2015, New Zealand time. 5.03 As disclosed in more detail below under Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting the Company’s shareholders approved proposals to amend the Certificate of Incorporation to (i) declassify the Board so that all directors who are voted on by the holders of the Company’s common stock are elected annually (the “Declassification Amendment”) and (ii) change the maximum number of directors to eight (8) (the “Board Size Amendment”). 5.07 On April 28, 2015, New Zealand time, the Company held its 2015 Annual Meeting of Shareholders. | a15-10215_18k.htm |
| 2015-04-08 | 8-K | 2015-04-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2014, Diligent Board Member Services, Inc. (the “Company”) was informed on August 4, 2014 that Mark Weldon had determined to resign from the Board as a consequence of accepting the position of Chief Executive Officer of Mediaworks New Zealand. | a15-8808_18k.htm |
| 2015-03-31 | 8-K | 2015-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2015, New Zealand Standard Time, Diligent Board Member Services, Inc. (the “Company”) announced that Brian Stafford was appointed by the Board of Directors (the “Board”) to serve as President and Chief Executive Officer (“CEO”) of the Company. | a15-8286_18k.htm |
| 2015-03-25 | 8-K | 2015-03-22 | 8.01 Other Events | 8.01 On March 23, 2015, New Zealand Time, Diligent Board Member Services, Inc. (the “Company”) issued its annual report for the year ended December 31, 2014 pursuant to the rules of the New Zealand Stock Exchange. | a15-7641_18k.htm |
| 2015-03-20 | 8-K | 2015-03-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On February 27, 2015, the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) voted to amend and restate the Amended and Restated Bylaws of the Company (the “Old Bylaws”) and approve and adopt new Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) effective as of the date that the Company transmits its definitive proxy statement to stockholders in connection with the 2015 Annual Meeting. | a15-7124_18k.htm |
| 2015-03-03 | 8-K | 2015-03-02 | 5.08 Shareholder Director Nominations | 5.08 The 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of Diligent Board Member Services, Inc. (the “Company”) will be held on April 28, 2015, New Zealand local time. | a15-5519_28k.htm |
| 2015-02-27 | 8-K | 2015-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2015, Diligent Board Member Services, Inc. (the “Company”) issued an announcement and report of its preliminary full year 2014 results pursuant to the rules of the New Zealand Stock Exchange. | a15-5519_18k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Board Member Services, Inc. (“the Company”) issued a press release on November 7, 2014, New Zealand Standard Time, disclosing financial information and operating metrics for its fiscal quarter ended September 30, 2014, and discussing its business outlook. | a14-23795_18k.htm |
| 2014-09-16 | 8-K | 2014-09-15 | 1.01 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 Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 5.02. | a14-20963_18k.htm |
| 2014-09-10 | 8-K | 2014-09-04 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 8, 2014, New Zealand Standard Time, the NZ Markets Disciplinary Tribunal announced that it has approved a settlement agreement between the Company and NZX Limited regarding the Company’s breaches of NZX Main Board Listing Rules in respect of the Company’s delayed release of its 2013 annual report, 2013 preliminary half-year announcement and the 2013 half-year report. | a14-20639_18k.htm |
| 2014-08-08 | 8-K | 2014-08-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On August 4, 2014, the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) was informed that Mark Weldon has determined to resign from the Board as a consequence of accepting the position of Chief Executive of Mediaworks New Zealand. | a14-18501_18k.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Board Member Services, Inc. (“the Company”) issued a press release on August 8, 2014, New Zealand Standard Time, disclosing financial information and operating metrics for its fiscal quarter and six months ended June 30, 2014, and discussing its business outlook. | a14-18501_28k.htm |
| 2014-07-23 | 8-K | 2014-07-23 | 8.01 Other Events | 8.01 The purpose of the disclosure in this Item 8.01 is to provide a description of the capital stock of Diligent Board Member Services, Inc. (the “Company”). | a14-17123_18k.htm |
| 2014-06-26 | 8-K | 2014-06-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 24, 2014 (New Zealand time), Diligent Board Member Services, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). | a14-16102_18k.htm |
| 2014-06-23 | 8-K | 2014-06-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 20, 2014, Diligent Board Member Services, Inc. (the “Company”) entered into a new employment agreement with Alessandro Sodi, President and Chief Executive Officer of the Company (the “Agreement”). | a14-15667_28k.htm |
| 2014-06-19 | 8-K | 2014-06-19 | 2.02 Results of Operations and Financial Condition | 2.02 Diligent Board Member Services, Inc. (“the Company”) issued a press release on June 20, 2014, New Zealand Standard Time, disclosing financial information and operating metrics for its fiscal quarter ended March 31, 2014, and discussing its business outlook. | a14-15667_18k.htm |
| 2014-05-23 | 8-K | 2014-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.08 Shareholder Director Nominations | 5.02 On May 19, 2014, Joseph D. Carrabino, Jr. notified the Chairman of the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) that he will not stand for reelection to the Board at the 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”). 5.08 The Company’s 2014 Annual Meeting will be held on June 24, 2014. | a14-13425_18k.htm |
| 2014-05-02 | 8-K | 2014-04-29 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On April 30, 2014 New Zealand Time, Diligent Board Member Services, Inc. (the “Company”) issued its annual report for the year ended December 31, 2013 pursuant to the rules of the New Zealand Stock Exchange. 5.02 (b) On April 29, 2014, the Company and Carl D. Blandino, Chief Financial Officer and Executive Vice President of the Company, mutually agreed that Mr. Blandino would resign from his position as Chief Financial Officer and Executive Vice President on the later of the day immediately following (i) filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2013 and September 30, 2013 and (ii) May 15, 2014 (the “Transition Start Date”). | a14-11647_18k.htm |
| 2014-04-16 | 8-K | 2014-04-15 | 2.02 Results of Operations and Financial Condition | 2.02 The Company issued a press release on April 16, 2014, New Zealand Standard Time, disclosing among other items certain preliminary financial information and operating metrics for its fiscal quarter ended March 31, 2014. | a14-10655_18k.htm |
| 2014-03-24 | 8-K | 2014-03-18 | 8.01 Other Events | 8.01 On March 19, 2014 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) provided an update on the status of the preparation of its annual report for the year ended December 31, 2013. | v372362_8k.htm |
| 2014-02-28 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2014, New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) issued an announcement and report for the half year period ending June 30, 2013 and an announcement of its preliminary full year 2013 results pursuant to the rules of the New Zealand Stock Exchange. | v370000_8k.htm |
| 2014-01-29 | 8-K | 2014-01-28 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (a) The Audit Committee retained Deloitte & Touche LLP to re-audit the Company’s financial statements for the fiscal years ending December 31, 2012, 2011 and 2010. | v366660_8k.htm |
| 2014-01-14 | 8-K | 2014-01-13 | 2.02 Results of Operations and Financial Condition | 2.02 The Company issued a press release on January 14, 2014, New Zealand Daylight Time, disclosing among other items certain preliminary financial information and operating metrics for its fiscal quarter ended December 31, 2013 and providing an update on its revenue recognition review. | v365390_8k.htm |
| 2013-12-24 | 8-K | 2013-12-23 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 On December 23, 2013, the Compensation Committee of the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (“Diligent” or the “Company”) approved the following equity grants to Alessandro Sodi, the Company’s Chief Executive Officer and President and a director of the Board. 5.02 On December 23, 2013, the Company and Mr. Sodi entered into an amendment to the Replacement Grant Agreement (the “Amendment”). | v363875_8k.htm |
| 2013-12-04 | 8-K | 2013-12-03 | 8.01 Other Events | 8.01 On December 4, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) provided an update on the status of its previously announced restatement of financial results. | v362175_8k.htm |
| 2013-11-07 | 8-K | 2013-11-06 | 1.01 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 Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On November 6, 2013, the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) adopted a resolution setting the number of directors constituting the Board at seven. | v359831_8-k.htm |
| 2013-10-17 | 8-K | 2013-10-16 | 8.01 Other Events | 8.01 On October 17, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) announced an update on the timing for the release of its restated financial statements and its preliminary half year announcement pursuant to the rules of the New Zealand Stock Exchange. | v357554_8k.htm |
| 2013-10-10 | 8-K | 2013-10-10 | 2.02 Results of Operations and Financial Condition | 2.02 The Company issued a press release on October 11, 2013, New Zealand Daylight Time, disclosing among other items certain preliminary financial information and operating metrics for its fiscal quarter ended September 30, 2013. | v357199_8k.htm |
| 2013-10-02 | 8-K | 2013-09-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 27, 2013, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Diligent Board Member Services, Inc. (the “Company”) adopted the 2013 Remediation Bonus Plan (the “Bonus Plan”) and approved bonus opportunities for the employees designated by the Compensation Committee as participants in the Bonus Plan. | v356381_8k.htm |
| 2013-09-06 | 8-K | 2013-09-05 | 8.01 Other Events | 8.01 On September 6, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) issued an announcement relating to the approval by the NZ Markets Disciplinary Tribunal of a settlement reached by the Company and the New Zealand Stock Exchange regarding the previously disclosed breaches of the NZSX Listing Rules by the Company. | v354480_8k.htm |
| 2013-09-03 | 8-K | 2013-08-29 | 8.01 Other Events | 8.01 On August 30, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) issued an announcement relating to certain no-action determinations by the New Zealand Stock Exchange concerning the timing of the Company’s preliminary half year announcement and half year report pursuant to the rules of the New Zealand Stock Exchange, and the Company’s use of a U.S. independent registered public accountant that is not registered under the New Zealand Auditor Regulation Act. | v354090_8k.htm |
| 2013-08-06 | 8-K | 2013-08-05 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.02 The Company issued a press release on August 6, 2013, New Zealand time, disclosing among other items certain preliminary financial information and operating metrics for its fiscal quarter ended June 30, 2013. 4.02 (a) As previously disclosed, Diligent Board Member Services, Inc. (the “Company”) has been engaged in a review of its revenue recognition practices with the assistance of its new Chief Financial Officer, who has discussed such matters with the Company’s new independent accounting firm. | v352006_8k.htm |
| 2013-08-01 | 8-K | 2013-07-31 | 1.01 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 Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2013, Don Meisner, the Company’s Controller, provided the Company with notice that he will resign from his position with an expected effective date of August 30, 2013. | v351617_8k.htm |
| 2013-07-12 | 8-K | 2013-07-11 | 8.01 Other Events | 8.01 On July 12, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) announced that the Company is delaying its Second Quarter 2013 Update, due to the need to complete its previously disclosed review of revenue recognition practices. | v349882_8k.htm |
| 2013-06-26 | 8-K | 2013-06-24 | 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 (e) As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Diligent Board Member Services, Inc. (the “Company”) held on June 25, 2013 (New Zealand time), the Company’s stockholders approved the adoption of the Diligent Board Member Services, Inc. 2013 Incentive Plan (the “2013 Plan”). 5.07 On June 25, 2013 (New Zealand time), the Company held its Annual Meeting. | v348650_8k.htm |
| 2013-06-20 | 8-K | 2013-06-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 18, 2013, Rick Bettle notified the Chairman of the Board of Directors (the “Board”) of Diligent Board Member Services, Inc. (the “Company”) that he has resigned from the Board effective immediately. | v348194_8k.htm |
| 2013-06-20 | 8-K | 2013-06-19 | 8.01 Other Events | 8.01 On June 20, 2013, New Zealand time, Diligent Board Member Services, Inc. (the “Company”) announced that senior management has identified and communicated to the Audit Committee of the Board of Directors of the Company an error in a Company revenue recognition practice affecting certain customer agreements. | v348200_8k.htm |
| 2013-06-14 | 8-K | 2013-06-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 10, 2013, Don Meisner provided Diligent Board Member Services, Inc. (the “Company”) with notice that he will resign from his position as the Company’s Treasurer and Controller in anticipation of a relocation outside the New York metropolitan area for family reasons. 8.01 On June 10, 2013, the Board of Directors of the Company approved the appointment of Thomas N. Tartaro as EVP, General Counsel and Corporate Secretary. | v347715_8k.htm |
| 2013-05-15 | 8-K | 2013-05-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 14, 2013, Steven P. Ruse, Chief Financial Officer of Diligent Board Member Services, Inc. (“Diligent” or the “Company”), and the Company mutually agreed that he would resign from his position as Chief Financial Officer of the Company effective as of May 15, 2013. | v345318_8k.htm |
| 2013-05-02 | 8-K | 2013-04-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 26, 2013, solely in order to provide for an equal apportionment of the members of the Board of Directors (the “Board”) of the Company among the three classes of the Company’s classified Board, as required by the Company’s Amended and Restated Certificate of Incorporation, (i) Mark Russell resigned from the Board as a Class II Director and was immediately reappointed by the Board as a Class III Director with a term expiring at the Company’s 2015 Annual Meeting of Shareholders and (ii) Mark Weldon resigned from the Board as a Class I Director and was immediately reappointed by the Board as a Class II Director with a term expiring at the Company’s 2014 Annual Meeting of Shareholders. | v343622_8k.htm |
| 2013-04-18 | 8-K | 2013-04-16 | 5.08 Shareholder Director Nominations | 5.08 In its Annual Report released on March 27, 2013, Diligent Board Member Services, Inc. (“Diligent” or the “Company”) disclosed that it had set June 4, 2013 as the date of its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). | v341753_8k.htm |
| 2013-04-16 | 8-K | 2013-04-12 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On April 16, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (“Diligent” or the “Company”) issued a report announcing its first quarter 2013 results pursuant to the rules of the New Zealand Stock Exchange. 5.02 On April 12, 2013, the Board of Directors of Diligent unanimously approved a binding term sheet for an incentive compensation package to be provided to Alessandro Sodi, the Company’s Chief Executive Officer, in substitution for certain equity awards held by Mr. Sodi that will be cancelled. | v341518_8k.htm |
| 2013-04-15 | 8-K/A | 2013-04-03 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On April 3, 2013, Diligent Board Member Services, Inc. (“Diligent” or the “Company”) engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2013. | v341176_8ka.htm |
| 2013-04-04 | 8-K | 2013-04-03 | 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 4.01 On April 3, 2013, Diligent Board Member Services, Inc. (“Diligent” or the “Company”) engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2013. 5.02 On April 3, 2013, the Board of Directors of the Company adopted a resolution setting the number of members of the Board of Directors at seven. | v340528_8k.htm |
| 2013-03-18 | 8-K | 2013-03-18 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. (“Diligent” or the “Company”) announcement of the filing with the U.S. Securities and Exchange Commission of its Annual Report on Form 10-K pursuant to the Securities Exchange Act of 1934, which announcement was filed with the New Zealand Stock Exchange on March 19, 2013 New Zealand Daylight Time. | v338485_8k.htm |
| 2013-03-01 | 8-K | 2013-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 1, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) issued a report announcing its preliminary full year 2012 results pursuant to the rules of the New Zealand Stock Exchange. 7.01 The Company plans to conduct an investor presentation on March 4, 2013 New Zealand Daylight Time at which the Company will use the presentation included as Exhibit 99.2 to this Current Report on Form 8-K (the “Investor Presentation”). | v336754_8k.htm |
| 2013-02-21 | 8-K | 2013-02-21 | 8.01 Other Events | 8.01 On February 22, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. issued an announcement pursuant to the rules of the New Zealand Stock Exchange. | v335922_8k.htm |
| 2013-02-21 | 8-K | 2013-02-18 | 8.01 Other Events | 8.01 On February 19, 2013 New Zealand Daylight Time and February 21, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. issued announcements pursuant to the rules of the New Zealand Stock Exchange. | v335824_8k.htm |
| 2013-02-21 | 8-K | 2013-01-14 | 2.02 Results of Operations and Financial Condition | 2.02 On January 22, 2013, Diligent Board Member Services, Inc. (the “Company”) issued a press release announcing its revenue and sales results for the fourth quarter and full year 2012. | v335727_8k.htm |
| 2013-01-18 | 8-K | 2013-01-17 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. announcement of the report of its Special Committee that was filed with the New Zealand Stock Exchange on January 18, 2013 (New Zealand time). | v332452_8k.htm |
| 2012-12-26 | 8-K | 2012-12-24 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. . 8.01 The Company’s Board of Directors has declared a cash dividend of US$0.011 per share on its Series A Preferred Stock, payable on January 2, 2013 (US time), which in the aggregate amounts to a dividend of US$359,338 to the Series A Preferred Stock holders. | v330909_8k.htm |
| 2012-08-14 | 8-K | 2012-08-14 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Half Year Report 2012 that was filed with the New Zealand Stock Exchange on August 14, 2012. | v321371_8k.htm |
| 2012-04-20 | 8-K | 2012-04-17 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On April 17, 2012, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation (the "Restated Certificate") which establishes a classified Board consisting of three classes, and a permitted size range for the Company's Board of not fewer than four (4) nor greater than seven (7) directors. 5.07 At the 2012 Annual Meeting of stockholders of the Company held on April 17, 2012, the proposals listed below were submitted to a vote of the stockholders. 8.01 The presentations made at the Annual Meeting by the Corporation’s Chairman, David Liptak, and President, Alex Sodi, have been provided to NZX and are available at www.nzx.com. | v309879_8k.htm |
| 2012-03-26 | 8-K | 2012-03-26 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Annual Report 2011 that was filed with the New Zealand Stock Exchange on March 26, 2012. | v306865_8k.htm |
| 2011-08-09 | 8-K | 2011-08-09 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Half Year Report 2011 that was filed with the New Zealand Stock Exchange on August 9, 2011. | v230938_8k.htm |
| 2011-06-30 | 8-K | 2011-06-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v227599_8k.htm |
| 2011-04-28 | 8-K | 2011-04-27 | 8.01 Other Events | 8.01 Diligent Board Member Services, Inc. (the “Company”) is filing this report to announce that Board member Peter Huljich has resigned as a member of the Company's Board of Directors, effective April 12, 2011, to focus on his private business interests. | v220154_8k.htm |
| 2011-03-22 | 8-K | 2011-03-22 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Annual Report 2010 that was filed with the New Zealand Stock Exchange on March 22, 2011. | v215363_8k.htm |
| 2010-09-24 | 8-K | 2010-09-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective September 23, 2010, Sharon Daniels has resigned from the Board of Directors of Diligent Board Member Services, Inc. (the “Company”) to devote her full attention to a new venture. | v197453_8k.htm |
| 2010-08-10 | 8-K | 2010-08-10 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Half Year Report 2010 that was filed with the New Zealand Stock Exchange on August 10, 2010. | v192983_8k.htm |
| 2010-08-09 | 8-K | 2010-08-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective July 31, 2010, Sharon Daniels is no longer Chief Marketing Officer of Diligent Board Member Services, Inc. (the “Company”). | v193048_8k.htm |
| 2010-03-19 | 8-K | 2010-03-18 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Annual Report 2009 that was filed with the New Zealand Stock Exchange on March 18, 2010. | v177573_8k.htm |
| 2010-02-24 | 8-K | 2010-02-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v175422_8k.htm |
| 2009-08-20 | 8-K | 2009-08-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 17, 2009, the Board of Directors of Diligent Board Member Services, Inc. (the “Company”) has elected Steven Ruse as Executive Vice President and Chief Financial Officer (“CFO”). | v158726_8k.htm |
| 2009-04-03 | 8-K | 2009-04-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 Effective April 1, 2009, David Liptak has been elected as a director of Diligent Board Member Services, Inc. (“Diligent”) by the holders of Diligent’s Series A Preferred Stock, in accordance with Diligent’s Certificate of Incorporation. 7.01 “Services Share Holding Sells Some Diligent Common Stock. | dil8k.htm |
| 2009-03-30 | 8-K | 2009-03-27 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Diligent Board Member Services, Inc. Annual Report 2008 that was filed with the New Zealand Stock Exchange on March 30, 2009. | v144086_8k.htm |
| 2009-03-13 | 8-K | 2009-03-09 | 1.01 Entry into a Material Definitive Agreement; 2.06 Material Impairments; 3.02 Unregistered Sales of Equity Securities; 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 | 2.06 In connection with the formation of the Company and consummation of the Company’s offering of 24 million shares of common stock in New Zealand in the fourth quarter of 2007, the Company lent approximately $6,800,000 (the “LLC Loan”) to its accounting predecessor entity, Service Share Holding LLC (the “LLC”) (f/k/a Diligent Board Member Services, LLC). 5.02 Effective March 12, 2009, Brian Henry resigned from his position as the Global Sales Channel Partner Director of the Company. 5.03 On February 13, 2009, Diligent Board Member Services, Inc. (the “Company”) entered into a Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Spring Street Partners, L.P. (“Spring Street”) and Carroll Capital Holdings, LLC (“CCH”) pursuant to which the Company will issue shares of its newly created Series A Preferred Stock (“Preferred Shares”) to Spring Street and CCH in exchange for US$3,000,000. | form8k.htm |
| 2009-02-26 | 8-K | 2009-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2009, Diligent Board Member Services, Inc. (the “Company”) issued a press release announcing the Company’s preliminary 2008 annual results. | form8k.htm |
| 2009-01-30 | 8-K | 2009-01-26 | 8.01 Other Events | 8.01 On January 26, 2009, Diligent Board Member Services, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Carroll Capital Holdings, LLC (“Carroll”) is interested in making a potential investment in the Company. | jan308k.htm |
| 2009-01-23 | 8-K | 2009-01-20 | 8.01 Other Events | 8.01 On January 20, 2009, Diligent Board Member Services, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company has entered into an agreement with Spring Street Partners L.P. (“Spring Street”) in connection with a potential investment in the Company by Spring Street. | form8k.htm |
| 2008-12-24 | 8-K | 2008-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | depdir.htm | |
| 2008-08-21 | 8-K | 2008-08-15 | 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | form8k.htm |