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FURMANITE CORP Form 8-K: Current report, 2016

FURMANITE CORP Form 8-K: Current report

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

  • 2016-03-02: Form 8-K; Period of report 2016-02-29; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
  • 2016-03-02: Form 8-K; Period of report 2016-02-25; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
  • 2016-01-14: Form 8-K; Period of report 2016-01-14; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-03-028-K2016-02-291.02 Termination of a Material Definitive Agreement1.02 In connection with and immediately prior to the consummation of the merger of TFA, Inc., a wholly owned subsidiary of Team, Inc. (“Team”), with and into Furmanite Corporation (“Furmanite”) on February 29, 2016, a wholly owned subsidiary of Furmanite, Furmanite Worldwide, Inc. (“FWI”), and certain foreign subsidiaries of Furmanite terminated their Credit Agreement dated as of March 5, 2012, as amended on August 27, 2013 and March 13, 2015, with a syndicate of banks, including Wells Fargo Bank, N.A. as administrative agent (the “Credit Agreement”).form8-kextinguishmentofdeb.htm
2016-03-028-K2016-02-252.01 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events2.01 On February 29, 2016, pursuant to the Agreement and Plan of Merger, dated as of November 1, 2015 (the “Merger Agreement”), by and among Furmanite Corporation (“Furmanite”), Team, Inc. (“Team”) and TFA, Inc., a wholly owned subsidiary of Team (“Merger Sub”), Merger Sub merged with and into Furmanite (the “Merger”), with Furmanite surviving the Merger as a wholly owned subsidiary of Team.
3.01 In connection with the Merger, the New York Stock Exchange (the “NYSE”) filed with the Commission on March 1, 2016 a Form 25 to withdraw the shares of Furmanite common stock from listing on the NYSE.
3.03 The disclosure set forth in Items 2.01 and 3.01 is incorporated herein by reference.
5.01 The disclosure set forth in Item 2.01 is incorporated herein by reference.
5.02 In connection with the Merger, all of the directors and officers of Furmanite immediately prior to the effective time ceased to be directors or officers of Furmanite at the effective time.
5.03 At the effective time of the Merger, the Certificate of Incorporation of Furmanite was amended and restated in the form of the Certificate of Incorporation filed as Exhibit 3.1 hereto, which is incorporated herein by reference.
5.07 On February 25, 2016, Furmanite held a special meeting of its stockholders (the “Special Meeting”).
8.01 On February 25, 2016, Furmanite and Team issued a joint press release announcing the results of the Special Meeting and of a special meeting of Team stockholders to approve the issuance of Team common stock in the Merger.
frmform8-kmergerclosing.htm
2016-01-148-K2016-01-148.01 Other Events8.01 Furmanite Corporation (NYSE: FRM) (“Furmanite” or the “Company”) is filing this Current Report on Form 8-K (“Form 8-K”) to retrospectively reclassify the presentation of its consolidated financial statements that were initially filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2015 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Quarterly Report”) to reflect its Furmanite Technical Solutions division (“FTS”), historically reported as part of its Engineering & Project Solutions operating segment, as a discontinued operation.frmform8-kx2015q1recastfin.htm