IGATE CORPORATION Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-07-07: Form 8-K; Period of report 2015-07-01; 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.
- 2015-05-05: Form 8-K; Period of report 2015-05-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-04-29: Form 8-K; Period of report 2015-04-23; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2015-04-27: Form 8-K; Period of report 2015-04-25; Description 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-07-07 | 8-K | 2015-07-01 | 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 In connection with the completion of the Merger, on July 1, 2015, the Company, Viscaria Limited and the shareholders party listed therein entered into an agreement to terminate, effective as such date, the Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among the Company, Viscaria Limited and the shareholders party thereto. 2.01 The information set forth in the Introduction above and Item 5.01 below is incorporated by reference into this Item 2.01. 3.01 Common Stock under Section 12(b) of the Exchange Act. 3.03 Upon the completion of the Merger of July 1, 2015 (the “Effective Time”), each outstanding share of Company Common Stock (other than shares of Company Common Stock owned by the Company as treasury stock or by Parent or Merger Sub) was converted into the right to receive $48.00 in cash, without interest (the “Merger Consideration”). 5.01 On July 1, 2015, pursuant to the Merger Agreement, Merger Sub merged with and into IGATE. 5.02 The information set forth in the Introduction and Item 3.03 above is incorporated by reference into this Item 5.02. 5.03 In accordance with the Merger Agreement, at the Effective Time, (i) the articles of incorporation of the Company immediately prior to the Effective Time were amended and restated to be in the form attached as Exhibit B to the Merger Agreement (the “Amended and Restated Articles of Incorporation”) and (ii) the by-laws of Merger Sub immediately prior to the Effective Time became the by-laws of the Company (the “Third Amended and Restated By-laws”). 8.01 On July 1, 2015, the Trustee (as defined below), on behalf of the Company, sent an irrevocable notice of redemption with respect to the Company’s 4.750% Senior Notes due 2019 (the “Notes”), calling for redemption of the entire outstanding $325,000,000 aggregate principal amount of the Notes on July 31, 2015 (the “Redemption Date”) pursuant to the terms of the indenture (the “Indenture”), dated as of April 2, 2014, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), governing the Company’s Notes. | d15249d8k.htm |
| 2015-05-05 | 8-K | 2015-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2015, IGATE Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2015. | d918175d8k.htm |
| 2015-04-29 | 8-K | 2015-04-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On April 23, 2015, the board of directors (the “Board”) of IGATE Corporation (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). | d915779d8k.htm |
| 2015-04-27 | 8-K | 2015-04-25 | 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On April 25, 2015, the Board approved an amendment (the “Amendment”) to the 2006 IGATE Corporation Amended and Restated 2006 Stock Incentive Plan (the “Plan”) to clarify that the Board and Plan Administrator (as defined in the Plan) had the authority to make differing determinations and interpretations with respect to awards granted under the Plan, and the treatment thereof, among participants and groups of participants and among types of awards. 5.07 On April 25, 2015, the Company obtained the Shareholder Approval by irrevocable written consent of the Majority Shareholders, collectively holding approximately 54% of the outstanding Company common stock, adopting and approving the Merger Agreement and the transactions contemplated thereby. 8.01 On April 27, 2015, the Company issued a press release announcing the execution of the Merger Agreement. | d915540d8k.htm |
| 2015-02-05 | 8-K | 2015-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 2, 2015, Prashanth Idgunji announced his resignation as Chief Accounting Officer of IGATE Corporation (the “Company”) effective February 13, 2015 (the “Effective Date”). | d868273d8k.htm |
| 2015-01-23 | 8-K | 2015-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 19, 2015, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of IGATE Corporation (the “Company”) approved the annual performance-based incentive compensation opportunity for 2015 for its President and Chief Executive Officer, Ashok Vemuri, with a target annual bonus of $700,000. | d857053d8k.htm |
| 2015-01-20 | 8-K | 2015-01-20 | 2.02 Results of Operations and Financial Condition | 2.02 On January 20, 2015, IGATE Corporation issued a press release announcing its financial results for the fourth quarter and the fiscal year ended December 31, 2014. | d854649d8k.htm |