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GEOEYE, INC. Form 8-K: Current report

GEOEYE, INC. Form 8-K: Current report

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

  • 2013-01-31: Form 8-K; Period of report 2013-01-31; 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; 8.01 Other Events; Details 2.01.
  • 2013-01-09: Form 8-K; Period of report 2013-01-09; Description 8.01 Other Events; Details 8.01.
  • 2012-12-07: Form 8-K; Period of report 2012-12-05; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
  • 2012-12-03: Form 8-K; Period of report 2012-12-03; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-01-318-K2013-01-312.01 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; 8.01 Other Events2.01 On January 31, 2013, the business combination of DigitalGlobe and GeoEye pursuant to the terms of the Merger Agreement was completed.
3.01 On January 31, 2013, GeoEye notified NASDAQ of the completion of the Merger and requested that trading of GeoEye common stock on the NASDAQ Global Select Market be suspended.
3.03 The information under Item 2.01 of this report is incorporated herein by reference.
5.01 The disclosure under Item 2.01 of this report is incorporated herein by reference.
5.02 Pursuant to the terms of the Merger Agreement, on January 31, 2013, the Merger occurred, and the separate existence of the Merger Sub ceased, with GeoEye continuing as the Surviving Corporation and the Surviving Corporation was merged with an into Merger Sub 2, with the separate corporate existence of the Surviving Corporation having ceased and Merger Sub 2 continuing as the surviving company in the Subsequent Merger.
5.03 Pursuant to the terms of the Merger Agreement, on January 31, 2013, the Merger occurred, and the separate existence of the Merger Sub ceased, with GeoEye continuing as the Surviving Corporation and the Surviving Corporation was merged with an into Merger Sub 2, with the separate corporate existence of the Surviving Corporation having ceased and Merger Sub 2 continuing as the surviving company in the Subsequent Merger.
8.01 On January 31, 2013, GeoEye discharged the indentures governing GeoEye’s outstanding 9.625% Senior Secured Notes due 2015 and 8.625% Senior Secured Notes due 2016 (together, the “GeoEye Notes”) and, in connection therewith, called the GeoEye Notes for redemption.
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2013-01-098-K2013-01-098.01 Other Events8.01 On January 9, 2013, GeoEye, Inc., a Delaware corporation (“GeoEye”) issued a press release announcing that: (a) GeoEye obtained antitrust clearance from the U.S. Department of Justice in connection with GeoEye’s pending combination with DigitalGlobe, Inc. (“DigitalGlobe”) pursuant to the previously announced Agreement and Plan of Merger, dated as of July 22, 2012, as amended, by and among GeoEye, DigitalGlobe, 20/20 Acquisition, Inc. and WorldView, LLC and (b) all stockholder election forms with respect to the consideration to be received in the merger by GeoEye stockholders must be received by the exchange agent no later than 5:00 p.m., New York city time, on January 29, 2013.form8k.htm