INNERWORKINGS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-10-01: Form 8-K; Period of report 2020-10-01; 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.
- 2020-09-25: Form 8-K; Period of report 2020-09-24; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2020-09-11: Form 8-K; Period of report 2020-09-11; Description 8.01 Other Events; Details 8.01.
- 2020-08-06: Form 8-K; Period of report 2020-08-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-10-01 | 8-K | 2020-10-01 | 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 closing of the Merger, on October 1, 2020, all outstanding obligations under (i) that certain Loan and Security Agreement, dated as of July 16, 2019, by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, and Bank of America, N.A., as agent, collateral agent and security trustee for the lenders (the “ABL”) and (ii) that certain Loan and Security Agreement, dated as of July 16, 2019, by and among the Company, and the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and TCW Asset Management Company LLC, as agent, collateral agent and security trustee for the lenders (the “Term Loan”) were repaid, satisfied and discharged in full, and the ABL and the Term Loan and all commitments thereunder were terminated. 2.01 On October 1, 2020, Parent completed its acquisition of the Company through the Merger pursuant to the terms and conditions of the Merger Agreement. 3.01 In connection with the completion of the Merger, the Company notified the Nasdaq Global Market (the “Nasdaq”) on October 1, 2020 that, effective on that date, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the Merger Consideration. 3.03 Upon the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of holders of Company Common Stock to receive the Merger Consideration). 5.01 As a result of the completion of the Merger, a change in control of the Company occurred, and the Surviving Corporation became a wholly owned subsidiary of Parent. 5.02 In connection with the Merger, each of the members of the board of directors of the Company ceased serving as the directors of the Company. 5.03 At the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein. 8.01 On October 1, 2020, the Company and Parent issued a joint press release in connection with the completion of the Merger. | d271057d8k.htm |
| 2020-09-25 | 8-K | 2020-09-24 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of stockholders of InnerWorkings, Inc., a Delaware corporation (the “Company”), was held virtually via the Internet on September 24, 2020 in Chicago, Illinois (the “Special Meeting”). 8.01 On September 25, 2020, InnerWorkings issued a press release announcing the preliminary results of the Special Meeting. | d14832d8k.htm |
| 2020-09-11 | 8-K | 2020-09-11 | 8.01 Other Events | 8.01 Litigation Related to the Merger. | d61002d8k.htm |
| 2020-08-06 | 8-K | 2020-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2020, InnerWorkings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended June 30, 2020. | inwkq22020form8k.htm |
| 2020-07-17 | 8-K | 2020-07-15 | 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 Employment Agreements. | d218468d8k.htm |
| 2020-07-16 | 8-K | 2020-07-16 | 8.01 Other Events | 8.01 On July 16, 2020, InnerWorkings, Inc., a Delaware corporation (the “Company”), and HH Global Group Limited, a Company registered in England and Wales (“Parent”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, by and among the Company, Parent, HH Global Finance Limited, a Company registered in England and Wales (“HH Finance”), and Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”). | d32579d8k.htm |
| 2020-06-16 | 8-K | 2020-06-16 | 2.02 Results of Operations and Financial Condition | 2.02 On June 16, 2020, InnerWorkings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter ended March 31, 2020. | inwkq12020form8k.htm |
| 2020-06-09 | 8-K | 2020-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held its 2020 Annual Meeting of stockholders on June 9, 2020. | form8-kxvotingresultsx.htm |
| 2020-05-13 | 8-K | 2020-05-13 | 2.02 Results of Operations and Financial Condition | 2.02 On May 13, 2020, InnerWorkings, Inc. (the “Company”) issued a press release announcing its preliminary select financial results for its fiscal quarter ended March 31, 2020. | inwkq12020form8k-prexr.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 8.01 Other Events | 8.01 In accordance with the Securities and Exchange Commission (the "SEC") Order under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 and March 25, 2020 (Release Nos. 34-88318 and 34-88465), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, InnerWorkings, Inc. (the “Company”) is relying on the relief provided by the Order to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. | inwkq12020form8k-earni.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2020, InnerWorkings, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal quarter and year ended December 31, 2019. | inwkq42019form8k.htm |
| 2020-02-25 | 8-K | 2020-02-25 | 8.01 Other Events | 8.01 InnerWorkings, Inc. (the “Company”) has scheduled its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) for June 9, 2020. | form8-kx22520.htm |