INTELIQUENT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-02-10: Form 8-K; Period of report 2017-02-10; Description 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 2.01.
- 2017-01-23: Form 8-K; Period of report 2017-01-20; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-01-17: Form 8-K; Period of report 2017-01-17; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2017-01-06: Form 8-K; Period of report 2017-01-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-02-10 | 8-K | 2017-02-10 | 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 | 2.01 On February 10, 2017 (the “Closing Date”), pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 2, 2016, by and among Inteliquent Inc., a Delaware corporation (the “Company”), Onvoy, LLC, a Minnesota limited liability company (“Parent”), and Onvoy Igloo Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent. 3.01 In connection with the closing of the Merger, the Company notified the NASDAQ Stock Market (“NASDAQ”) that each share of Common Stock issued and outstanding immediately prior to the Closing Date (other than Excluded Shares, Dissenting Shares and Company Restricted Stock Awards) was cancelled and converted into the right to receive $23.00 in cash, without interest and less withholding taxes required by applicable law. 3.03 The information set forth in Item 2.01 and Item 3.01 is incorporated by reference into this Item 3.03. 5.01 Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company, with the Company surviving the Merger as a direct wholly owned subsidiary of Parent. 5.02 Pursuant to the terms of the Merger Agreement, on the Closing Date, the following persons resigned from their positions as directors of the Company: Joseph A. Beatty, Matthew Carter, Jr., Edward M. Greenberg, James P. Hynes, Lawrence M. Ingeneri, Timothy A. Samples, Rian J. Wren and Lauren F. Wright. 5.03 Pursuant to the terms of the Merger Agreement, on the Closing Date, the certificate of incorporation of the Company was amended and restated in its entirety. | d349601d8k.htm |
| 2017-01-23 | 8-K | 2017-01-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As contemplated by the previously announced Agreement and Plan of Merger, dated as of November 2, 2016 (the “Merger Agreement”), by and among Inteliquent, Inc. (the “Company”), Onvoy, LLC, a Minnesota limited liability company, and Onvoy Igloo Merger Sub, Inc., a Delaware corporation, on January 20, 2017, the Transaction Committee of the Company’s board of directors authorized the Company to enter into individual retention award agreements with certain of its executive officers, as further described below. | d322965d8k.htm |
| 2017-01-17 | 8-K | 2017-01-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On January 17, 2017, Inteliquent, Inc. (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). | d327582d8k.htm |
| 2017-01-06 | 8-K | 2017-01-06 | 8.01 Other Events | 8.01 This Form 8-K is being filed in connection with certain litigation concerning, among other things, the Agreement and Plan of Merger, dated November 2, 2016, by and among Inteliquent, Inc. (the “Company”), Onvoy Igloo Merger Sub, Inc. (“Merger Sub”) and Onvoy, LLC (“Parent”) (the “Merger Agreement”). | d285873d8k.htm |