IEC ELECTRONICS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-10-05: Form 8-K; Period of report 2021-10-05; Description 1.01 Entry into a Material Definitive Agreement; 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; Details 1.01.
- 2021-08-12: Form 8-K; Period of report 2021-08-11; Description 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events; Details 1.01.
- 2021-07-07: Form 8-K; Period of report 2021-07-07; Description 7.01 Regulation FD Disclosure.
- 2021-06-30: Form 8-K; Period of report 2021-06-29; Description 8.01 Other Events.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-10-05 | 8-K | 2021-10-05 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 On October 5, 2021, IEC and Manufacturers and Traders Trust (“M&T Bank”) entered into an Amended and Restated Term Note (the “A&R Term Note”) to refinance the remaining portion of the existing Term Note, dated March 1, 2021, in the original principal amount of $3,720,000.00 (the “Original Term Note”). 1.02 Concurrently with the consummation of the Merger, other than with respect to the A&R Term Note and with respect to the Mortgage Modification (the “Continuing Obligations”), Parent repaid in full all amounts outstanding pursuant to, and terminated, the Sixth Amended and Restated Credit Facility Agreement by and between IEC and M&T Bank, dated as of June 4, 2020, as amended, modified or supplemented from time to time (the “Credit Agreement”). 2.01 As described in the Introductory Note above, on October 5, 2021, Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. 3.01 In connection with the consummation of the Merger, IEC (i) notified the NASDAQ Global Market (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ file with the Securities and Exchange Commission (“SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, on October 5, 2021, a change in control of IEC occurred and, as a result of the Merger, IEC is now a wholly-owned subsidiary of Parent. 5.02 In connection with the Merger, Jeffrey T. Schlarbaum, Keith M. Butler, Charles P. Hadeed, Andrew M. Laurence, and Jeremy R. Nowak, resigned as directors of IEC’s Board of Directors (the “Board”) and from all committees of the Board on which such directors served, effective as of immediately prior to the Effective Time. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) IEC’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read identically to the certificate of incorporation as set forth on Exhibit A to the Merger Agreement and became the Certificate of Incorporation of IEC (the “Certificate of Incorporation”) and (ii) IEC’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to read identically to the by-laws as set forth on Exhibit B to the Merger Agreement and became the Amended and Restated By-Laws of IEC (the “By-laws”). | d606095d8k.htm |
| 2021-08-12 | 8-K | 2021-08-11 | 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 On August 12, 2021, the Company issued a press release announcing its financial results for its fiscal 2021 third quarter ended July 2, 2021. 5.02 The information set forth in Item 1.01 with respect to the treatment of the Company’s outstanding restricted stock units, performance stock units, restricted stock awards, and stock options is incorporated by reference in this Item 5.02. 8.01 On August 12, 2021, the Company issued a press release announcing the entry into the Merger Agreement. | d171571d8k.htm |
| 2021-07-07 | 8-K | 2021-07-07 | 7.01 Regulation FD Disclosure | iec-20210707x8k.htm | |
| 2021-06-30 | 8-K | 2021-06-29 | 8.01 Other Events | iec-20210629x8k.htm | |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition | iec-20210505x8k.htm | |
| 2021-03-11 | 8-K | 2021-03-10 | 5.07 Submission of Matters to a Vote of Security Holders | iec-20210310x8k.htm | |
| 2021-03-10 | 8-K | 2021-03-10 | 7.01 Regulation FD Disclosure | iec-20210310x8k.htm | |
| 2021-03-04 | 8-K | 2021-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | a8-k20210301jetviewbuilding.htm | |
| 2021-02-03 | 8-K | 2021-02-03 | 2.02 Results of Operations and Financial Condition | a20210101earningreleasexq1.htm |