INPHI CORPORATION Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-04-21: Form 8-K; Period of report 2021-04-20; Description 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.02.
- 2021-04-21: Form 8-K; Period of report 2021-04-20; Description 1.01 Entry into 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2021-04-15: Form 8-K; Period of report 2021-04-15; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-02-02: Form 8-K; Period of report 2021-02-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-04-21 | 8-K | 2021-04-20 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 As previously disclosed, Inphi Corporation (“Inphi”) entered into the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated October 29, 2020, by and among Marvell Technology Group Ltd. (“Marvell”), Marvell Technology, Inc. (“MTI”), Maui Acquisition Company Ltd, a Bermuda exempted company and wholly owned subsidiary of MTI (“Bermuda Merger Sub”) and Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MTI (“Delaware Merger Sub”). 5.02 In connection with the consummation of the Mergers, on April 20, 2021, Inphi entered into Separation Agreements (the “Separation Agreements”), with each of (i) Dr. Ford Tamer, Inphi’s President and Chief Executive Officer, (ii) Richard Ogawa, Inphi’s General Counsel, (iii) Charlie Roach, Inphi’s Senior Vice President of Worldwide Sales, and (iv) Dr. Ron Torten, Inphi’s Chief Information Officer and Senior Vice President of Operations (collectively, the “Former Officers”). | d157066d8k.htm |
| 2021-04-21 | 8-K | 2021-04-20 | 1.01 Entry into 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 As previously disclosed, Inphi entered into the Merger Agreement with Marvell, MTI, Bermuda Merger Sub and Delaware Merger Sub, pursuant to which, on the Merger Effective Date, Bermuda Merger Sub merged with and into Marvell, with Marvell surviving as a wholly-owned subsidiary of MTI, followed immediately by the Delaware Merger, with Inphi surviving the Delaware Merger as a wholly-owned subsidiary of MTI. 3.01 The information set forth in Item 2.01 of this Current Report is incorporated by reference into this Item 3.01. 3.03 The information set forth in Items 1.01, 2.01, 3.01, 3.02, 5.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03. 5.01 The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 5.01. 5.03 Effective as of the Delaware Merger Effective Time, the restated certificate of incorporation of Inphi, as in effect immediately prior to the Delaware Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report, which is incorporated herein by reference. 8.01 The Delaware Merger constitutes a Make-Whole Fundamental Change under both the 2021 Notes Indenture and the 2025 Notes Indenture. | d147406d8k.htm |
| 2021-04-15 | 8-K | 2021-04-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the special meeting of stockholders of Inphi Corporation (“Inphi”) held on April 15, 2021 (the “Special Meeting”), the stockholders of Inphi voted as set forth below on the following proposals, each of which is described in detail in Inphi’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2021. | d140756d8k.htm |
| 2021-02-02 | 8-K | 2021-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 On February 2, 2021, Inphi Corporation issued a press release reporting its financial results for the quarter and year ended December 31, 2020. | iphi20210201_8k.htm |