GEEKNET, INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-07-21: Form 8-K; Period of report 2015-07-17; 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.
- 2015-06-02: Form 8-K; Period of report 2015-06-01; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2015-05-29: Form 8-K; Period of report 2015-05-29; Description 8.01 Other Events; Details 8.01.
- 2015-05-27: Form 8-K; Period of report 2015-05-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-07-21 | 8-K | 2015-07-17 | 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 July 17, 2015, as a result of the acceptance of the Shares tendered in the Offer, Acquisition Sub closed the merger of Acquisition Sub with and into the Company (the “Merger”) without the affirmative vote of the stockholders of the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). 3.01 On July 17, 2015, in connection with the consummation of the Merger, the Company notified the NASDAQ Global Market (“NASDAQ”) of its intent to remove the Shares from listing on NASDAQ and requested that NASDAQ file a delisting application with the SEC to delist and deregister the Shares. 3.03 The information disclosed in Item 2.01, Item 3.01 and Item 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 Acquisition Sub’s acceptance of Shares in the Offer on July 17, 2015, a change in control of the Company occurred. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, each director of the Company immediately prior to the Effective Time voluntarily resigned from and ceased serving on the Company’s board of directors (the “Board”), effective as of the Effective Time. 5.03 In connection with the consummation of the Merger, at the Effective Time the Company’s certificate of incorporation and bylaws were amended and restated so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which exhibits are incorporated herein by reference. | a15-15625_38k.htm |
| 2015-06-02 | 8-K | 2015-06-01 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 On June 1, 2015, Geeknet, Inc. (“Geeknet” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameStop Corp., a Delaware corporation (“GameStop”), and Gadget Acquisition, Inc. a Delaware corporation and wholly owned subsidiary of GameStop (“Acquisition Inc.”). 1.02 On June 1, 2015, the Company terminated that certain Merger Agreement dated as of May 25, 2015 (the “Hot Topic Merger Agreement”), by and among Hot Topic Inc., Gadget Merger Sub Inc. and the Company, as a result of the Board of Directors’ determination that the Merger Agreement constitutes a “Superior Proposal” (as defined in the Hot Topic Merger Agreement). 8.01 On June 2, 2015, GameStop and Geeknet issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. | a15-13377_18k.htm |
| 2015-05-29 | 8-K | 2015-05-29 | 8.01 Other Events | 8.01 On May 29, 2015, Geeknet, Inc. (the “Company”), issued a press release announcing that the Company's Board of Director's determined that the binding offer from a strategic acquiror to acquire the Company for $20.00 per share in cash constitutes a "superior proposal." A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | form8-k_supproposal.htm |
| 2015-05-27 | 8-K | 2015-05-27 | 8.01 Other Events | 8.01 On May 27, 2015, Geeknet, Inc. (the “Company”), issued a press release acknowledging the receipt of an unsolicited offer from a strategic buyer to acquire all of the outstanding stock of the Company for $20.00 per share in cash. | form8-kacquisitionproposal.htm |
| 2015-05-26 | 8-K | 2015-05-25 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 25, 2015, Geeknet, Inc. (“Geeknet” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hot Topic, Inc., a California corporation (“Hot Topic”), and Gadget Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Hot Topic (“Acquisition Sub”). 8.01 On May 26, 2015, Hot Topic and Geeknet issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. | a15-12721_18k.htm |
| 2015-05-08 | 8-K | 2015-05-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held the Annual Meeting of Stockholders (“Annual Meeting”) on May 6, 2015. | form8-k2015votingresults.htm |
| 2015-05-08 | 8-K | 2015-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2015, Geeknet, Inc. (the “Company”), issued a press release announcing its financial results for the first quarter which ended March 31, 2015. | q12015_pressreleaseform8k.htm |
| 2015-02-23 | 8-K | 2015-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2015, Geeknet, Inc. (the “Company”), issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2014. | a8kgknt20141231.htm |