FLEETMATICS GROUP PLC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-11-14: Form 8-K; Period of report 2016-11-07; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2016-11-14: Form 8-K; Period of report 2016-11-07; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2016-11-07: Form 8-K; Period of report 2016-11-07; 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.
- 2016-10-21: Form 8-K; Period of report 2016-10-20; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-11-14 | 8-K | 2016-11-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 7, 2016, Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands, an indirect and wholly-owned subsidiary of Verizon Communications Inc. and the sole shareholder of Fleetmatics Group Limited, a private company limited by shares formerly known as Fleetmatics Group PLC (the “Company”) approved by special resolution that, with effect from the re-registration of the Company as a private company limited by shares, the Company’s Memorandum and Articles of Association be deleted in their entirety and replaced with the Constitution that is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. | fleetmatics8k.htm |
| 2016-11-14 | 8-K | 2016-11-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On November 7, 2016, Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands, an indirect and wholly-owned subsidiary of Verizon Communications Inc. and the sole shareholder of Fleetmatics Group Limited, a private company limited by shares formerly known as Fleetmatics Group PLC (the “Company”) approved by special resolution that, with effect from the re-registration of the Company as a private company limited by shares, the Company’s Memorandum and Articles of Association be deleted in their entirety and replaced with the Constitution that is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. | fleetmatics8k.htm |
| 2016-11-07 | 8-K | 2016-11-07 | 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 On November 7, 2016, pursuant to the Transaction Agreement (the “Transaction Agreement”), dated as of July 30, 2016, by and among Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company” or “Fleetmatics”), Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and an indirect and wholly-owned subsidiary of Verizon (“Bidco”), Bidco acquired all of the issued share capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended (the “Irish Takeover Rules”) (the “Acquisition”). 3.01 As contemplated by the Transaction Agreement, on November 7, 2016, the Company notified the New York Stock Exchange (“NYSE”) of the consummation of the Acquisition and requested that the trading of the Shares be suspended prior to opening of trading on November 7, 2016. 3.03 The information provided in response to Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Pursuant to the terms of the Transaction Agreement, the following members of the board of directors of the Company resigned as directors of Company, effective as of immediately prior to the Effective Time: Jim Travers, Vincent De Palma, Andrew Flett, Brian Halligan, James Kelliher, Allison Mnookin, Jack Noonan and Liam Young. 5.03 In connection with the Scheme and Acquisition, the Company’s memorandum and articles of association were amended to authorize the Company to enter into the Scheme as described in the Proxy Statement filed with the SEC on September 9, 2016. | d260560d8k.htm |
| 2016-10-21 | 8-K | 2016-10-20 | 8.01 Other Events | 8.01 On October 20, 2016, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”), published an announcement regarding a scheduled hearing by the Irish High Court. | d276217d8k.htm |
| 2016-10-12 | 8-K | 2016-10-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously reported, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”), entered into a Transaction Agreement on July 30, 2016 by and among the Company, Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and an indirect wholly-owned subsidiary of Verizon (“Bidco”), in connection with a proposed acquisition (the “Acquisition”) of the entire issued and to be issued share capital of the Company, whereby Bidco will acquire all of the issued and to be issued share capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement (the “Scheme of Arrangement”) under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended, as described in the proxy statement to Fleetmatics shareholders dated September 8, 2016 (the “Proxy Statement”). 8.01 On October 12, 2016, the Company issued a press release announcing the results of the Court Meeting and the EGM. | d268168d8k.htm |
| 2016-10-07 | 8-K | 2016-10-04 | 1.02 Termination of a Material Definitive Agreement | 1.02 As previously reported, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”), entered into a Transaction Agreement (the “Transaction Agreement”) on July 30, 2016 by and among the Company, Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Verizon (“Bidco”), in connection with a proposed acquisition of the entire issued and to be issued share capital of the Company, whereby Bidco will acquire all of the issued and to be issued share capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended. | d253626d8k.htm |
| 2016-09-06 | 8-K | 2016-09-06 | 8.01 Other Events | 8.01 As previously reported, Fleetmatics Group PLC, a public limited company incorporated in Ireland (the “Company”) entered into a Transaction Agreement on July 30, 2016 by and among the Company, Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and a wholly-owned subsidiary of Verizon (“Bidco”) (the “Transaction Agreement”) in connection with a proposed acquisition (the “Acquisition”) of the entire issued and to be issued share capital of the Company, whereby Bidco will acquire all of the issued and to be issued share capital of the Company not already owned by Verizon or its subsidiaries for cash by means of a scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended (the “Irish Takeover Rules”). | d255246d8k.htm |
| 2016-08-26 | 8-K | 2016-08-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d247208d8k.htm |
| 2016-08-05 | 8-K | 2016-08-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 1, 2016, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “2016 Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 22, 2016. | d237385d8k.htm |
| 2016-08-01 | 8-K | 2016-07-30 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On August 1, 2016, the Company issued a press release announcing that the Company and Verizon have reached agreement on the terms of a recommended Acquisition pursuant to the Scheme. | d198190d8k.htm |
| 2016-05-04 | 8-K | 2016-05-04 | 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; 7.01 Regulation FD Disclosure | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release dated May 4, 2016, setting forth financial information for the registrant for the first quarter of fiscal year 2016 and forward-looking statements relating to 2016. 5.02 (b) On May 4, 2016, James M. Travers, Chief Executive Officer and Chairman of the Board of Directors (the “Board of Directors”) of Fleetmatics Group PLC (the “Company”) gave notice of his intent to retire as the Company’s Chief Executive Officer, with an effective date of January 1, 2017. 7.01 The information under Item 2.02 and Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. | d168682d8k.htm |
| 2016-02-24 | 8-K | 2016-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the fourth quarter of fiscal year 2015 and for fiscal year 2015, and forward-looking statements relating to 2016, as presented in a press release dated as of February 24, 2016. | d135763d8k.htm |
| 2015-11-03 | 8-K | 2015-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the third quarter of fiscal year 2015 and forward-looking statements relating to the fourth quarter of 2015, the full year of 2015, as well as the preliminary outlook for 2016, as presented in a press release dated as of November 3, 2015. | d210098d8k.htm |
| 2015-10-26 | 8-K/A | 2015-10-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Report, at the 2015 Annual General Meeting the shareholders recommended, on a non-binding advisory basis, that the Company hold a Say-On-Pay Vote every year. | d72051d8ka.htm |
| 2015-08-07 | 8-K | 2015-08-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 3, 2015, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “2015 Annual Meeting”) to consider and vote on the five proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2015. | d36669d8k.htm |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the second quarter of fiscal year 2015 and forward-looking statements relating to 2015, as presented in a press release dated as of August 6, 2015. | d26322d8k.htm |
| 2015-05-06 | 8-K | 2015-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the first quarter of fiscal year 2015 and forward-looking statements relating to 2015, as presented in a press release dated as of May 6, 2015. | d920305d8k.htm |
| 2015-04-07 | 8-K | 2015-04-06 | 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 (c) On April 6, 2015, Fleetmatics Group PLC (the “Company”) appointed Jill Ward, age 54, to the position of President and Chief Operating Officer of the Company. 7.01 On April 7, 2015, the Company issued a press release announcing Ms. Ward’s appointment as President and Chief Operating Officer of the Company as discussed in Item 5.02(c) of this Report on Form 8-K. The full text this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | d905773d8k.htm |
| 2015-02-24 | 8-K | 2015-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the fourth quarter of fiscal year 2014 and for fiscal year 2014, and forward-looking statements relating to 2015, as presented in a press release dated as of February 24, 2015. | d879067d8k.htm |
| 2015-01-22 | 8-K | 2015-01-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d854845d8k.htm |
| 2014-10-29 | 8-K | 2014-10-29 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the third quarter of fiscal year 2014 and forward-looking statements relating to the fourth quarter of 2014, the full year of 2014, as well as the preliminary outlook for 2015, as presented in a press release dated as of October 29, 2014. | d811719d8k.htm |
| 2014-08-06 | 8-K | 2014-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the second quarter of fiscal year 2014 and forward-looking statements relating to 2014, as presented in a press release dated as of August 6, 2014. | d767840d8k.htm |
| 2014-08-04 | 8-K | 2014-07-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 29, 2014, Fleetmatics Group PLC (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”) to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 24, 2014. | d768147d8k.htm |
| 2014-06-24 | 8-K/A | 2014-03-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Effective June 23, 2014, Mr. Halligan was appointed to the Compensation Committee of the Board and Ms. Mnookin was appointed to the Nominating and Corporate Governance Committee of the Board. | d748262d8ka.htm |
| 2014-04-30 | 8-K | 2014-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the first quarter of fiscal year 2014 and forward-looking statements relating to 2014, as presented in a press release dated as of April 30, 2014. | d720434d8k.htm |
| 2014-03-19 | 8-K | 2014-03-18 | 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 (d) On March 18, 2014, the Board of Directors (the “Board”) of Fleetmatics Group PLC (the “Company”) appointed Brian Halligan and Allison Mnookin as Class II directors of the Company, to serve until the Company’s 2014 annual meeting of stockholders or until their respective successor is duly elected and qualified. 7.01 On March 19, 2014, the Company issued a press release announcing Mr. Halligan’s and Ms. Mnookin’s appointment to the Board as discussed in Item 5.02(d) of this Report on Form 8-K. The full text this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | d694456d8k.htm |
| 2014-02-20 | 8-K | 2014-02-20 | 2.02 Results of Operations and Financial Condition | 2.02 Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the fourth quarter of fiscal year 2013 and for fiscal year 2013, and forward-looking statements relating to 2014, as presented in a press release dated as of February 20, 2014. | d678566d8k.htm |