Guidance Software, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-09-14: Form 8-K; Period of report 2017-09-13; 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; 7.01 Regulation FD Disclosure; Details 1.02.
- 2017-08-02: Form 8-K; Period of report 2017-08-01; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2017-07-26: Form 8-K; Period of report 2017-07-25; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 1.01.
- 2017-05-09: Form 8-K; Period of report 2017-05-03; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-09-14 | 8-K | 2017-09-13 | 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; 7.01 Regulation FD Disclosure | 1.02 In connection with the completion of the Merger (as defined below), on September 14, 2007, Guidance Software, Inc., a Delaware corporation (the “Company”) terminated its Loan and Security Agreement, dated August 29, 2014, by and among the Company, Guidance Tableau LLC, CaseCentral, Inc. and Silicon Valley Bank (the “Loan Agreement”). 2.01 As previously announced, on July 25, 2017, Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”) and Galileo Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of OpenText (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company. 3.01 As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, the Company no longer fulfills the numerical listing requirements of Nasdaq. 3.03 The information set forth or incorporated by reference in Items 2.01, 3.01 and 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 the completion of the Offer, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement and effective as of the Effective Time on September 14, 2017, Robert van Schoonenberg, Reynolds C. Bish, Max Carnecchia, John Colbert, Patrick Dennis, Michael McConnell and Wade W. Loo resigned as members of the Company’s Board of Directors and Gordon A. Davies and John M. Doolittle, the directors of Purchaser immediately prior to the Effective Time, became the directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, effective as of the Effective Time. 7.01 On September 14, 2017, OpenText issued a press release (the “Press Release”) regarding the matters described in this Current Report on Form 8-K. A copy of the Press Release was filed as Exhibit (a)(5)(D) to Amendment 7 to the Schedule TO filed by OpenText on September 14, 2017. | d458636d8k.htm |
| 2017-08-02 | 8-K | 2017-08-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 1, 2017, Guidance Software, Inc. issued a press release announcing its financial results for the three-month period ended June 30, 2017. 7.01 As discussed in Item 2.02 above, we issued a press release regarding our second quarter 2017 financial results. | a17-18824_18k.htm |
| 2017-07-26 | 8-K | 2017-07-25 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 On July 26, 2017, the Company issued a press release announcing certain preliminary 2017 second quarter results (the “Earnings Press Release”). 8.01 On July 26, 2017, the Company issued a press release announcing the execution of the Merger Agreement (the “Merger Press Release”). | a17-18446_18k.htm |
| 2017-05-09 | 8-K | 2017-05-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On March 27, 2017, the Board of Directors (the “Board”) of Guidance Software, Inc. (the “Company”) adopted and approved the Guidance Software Inc. 2017 Incentive Award Plan (the “2017 Plan”), subject to stockholder approval. 5.07 The Annual Meeting was held on May 3, 2017. | a17-12741_18k.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 2, 2017, Guidance Software, Inc. issued a press release announcing its financial results for the three-month period ended March 31, 2017. 7.01 As discussed in Item 2.02 above, we issued a press release regarding our first quarter 2017 financial results. | a17-12260_18k.htm |
| 2017-02-15 | 8-K | 2017-02-13 | 7.01 Regulation FD Disclosure | 7.01 On February 13, 2017, Guidance Software, Inc. held a publicly available telephone conference call to discuss its financial results for the fourth quarter and twelve months ended December 31, 2016. | a17-4518_18k.htm |
| 2017-02-13 | 8-K | 2017-02-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 13, 2017, Guidance Software, Inc. issued a press release announcing its financial results for the fourth quarter and twelve months ended December 31, 2016. 7.01 As discussed in Item 2.02 above, we issued a press release regarding our fourth quarter and full year 2016 financial results. | a17-4289_18k.htm |