GlobalSCAPE, Inc Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-08-28: Form 8-K; Period of report 2020-08-28; Description 1.02 Termination of a Material Definitive Agreement; 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 1.02.
- 2020-07-30: Form 8-K; Period of report 2020-07-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-07-20: Form 8-K; Period of report 2020-07-19; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2020-05-26: Form 8-K; Period of report 2020-05-26; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-08-28 | 8-K | 2020-08-28 | 1.02 Termination of a Material Definitive Agreement; 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 | 1.02 Effective as of August 28, 2020, and in connection with the consummation of the Merger, the Company terminated that certain Credit Agreement, dated November 18, 2019, by and among the Company, the other loan parties party thereto and JPMorgan Chase Bank, N.A., as amended on January 3, 2020 and April 15, 2020, and concurrently repaid all advances and other obligations outstanding thereunder. 2.01 At one minute after 11:59 p.m, New York City time, on August 27, 2020, the Offer expired (the “Expiration Time”). 3.01 On the Closing Date, in connection with the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.01, the Company notified NYSE American LLC (“NYSE”) that the Merger had been consummated and requested that (i) the trading of Shares on NYSE be suspended prior to market open on the Closing Date and (ii) the listing of Shares on NYSE be withdrawn. 3.03 The information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Pursuant to the terms of the Merger Agreement, and effective as of the Effective Time, each director of the Company immediately prior to the Effective Time, Robert H. Alpert, David L. Mann, Dr. Thomas E. Hicks and C. Clark Webb, resigned as a director, and any committee thereof, of the Company, as applicable, effective at the Effective Time on August 28, 2020. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). 8.01 On August 28, 2020, Parent issued a press release announcing the expiration, results of the Offer and the expected consummation of the Merger. | nt10013822x6_8k.htm |
| 2020-07-30 | 8-K | 2020-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing financial results for the Company’s second quarter ended June 30, 2020. | form8k11906003_07302020.htm |
| 2020-07-20 | 8-K | 2020-07-19 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On July 20, 2020, the Company issued a press release announcing the Merger Agreement. | e619792_8k-gs.htm |
| 2020-05-26 | 8-K | 2020-05-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 26, 2020, GlobalSCAPE, Inc. (the “Company”) reconvened its 2020 annual meeting of stockholders (the “Annual Meeting”), originally held on May 12, 2020 and adjourned until May 26, 2020. | form8k11906003_05262020.htm |
| 2020-05-12 | 8-K | 2020-05-12 | 8.01 Other Events | 8.01 On May 12, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing that its annual meeting of stockholders scheduled for and convened on May 12, 2020 (the “Original Meeting”), has been adjourned to May 26, 2020 at 9:00 a.m. | form8k11906003_05122020.htm |
| 2020-04-29 | 8-K | 2020-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing financial results for the Company’s first quarter ended March 31, 2020. | form8k11906003_04292020.htm |
| 2020-01-29 | 8-K | 2020-01-29 | 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 January 29, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing financial results for the Company’s fourth quarter and fiscal year ended December 31, 2019. 5.02 The Company announced that effective January 29, 2020 its Board of Directors named Robert Alpert, Chairman of the Board, as Chief Executive Officer. | form8k11906003_01292020.htm |
| 2020-01-21 | 8-K | 2020-01-21 | 8.01 Other Events | 8.01 On January 21, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing that certain information related to the tax treatment of the Company’s one-time special cash dividend of $3.35 per each outstanding share of Company common stock, paid on December 5, 2019, is now available. | form8k11906003_01212020.htm |
| 2020-01-15 | 8-K | 2020-01-15 | 7.01 Regulation FD Disclosure | 7.01 On January 15, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing the launch of its Enhanced File TransferTM 2020 platform. | form8k11906003_01152020.htm |
| 2020-01-08 | 8-K | 2020-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 6, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of GlobalSCAPE, Inc. (the “Company”) approved the payment of cash bonus compensation for eligible executive officers of the Company based on the Company’s 2019 financial results, with such compensation calculated as a percentage of an executive’s base salary. | form8k11906003_01082020.htm |