KSW INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-10-11: Form 8-K; Period of report 2012-10-11; 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; 3.02 Unregistered Sales of Equity Securities; 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.
- 2012-10-04: Form 8-K; Period of report 2012-10-01; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-09-10: Form 8-K; Period of report 2012-09-07; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; Details 1.01.
- 2012-08-03: Form 8-K; Period of report 2012-08-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-10-11 | 8-K | 2012-10-11 | 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; 3.02 Unregistered Sales of Equity Securities; 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 The information set forth in the Introduction above is incorporated by reference herein. 3.01 In connection with the Merger, on October 11, 2012, the Company notified the NASDAQ Stock Market (“NASDAQ”) of the completion of the Merger and requested that NASDAQ file a notification with the Securities and Exchange Commission (the “SEC”) to delist and deregister the Common Stock. 3.02 In order to complete the Merger, on October 11, 2012, pursuant to Section 1.4 of the Merger Agreement, Purchaser exercised its top-up option (the “Top-Up Option”) to purchase additional Shares, and the Company issued 17,852,908 shares of Common Stock (the “Top-Up Shares”) to Purchaser, at a price of $5.00 per share. 3.03 The information set forth in Item 3.01 above is incorporated by reference herein. 5.01 The information set forth in the Introduction above is incorporated by reference herein. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, each member of the Company’s board of directors prior to the Merger voluntarily resigned from the Company’s board of directors effective as of October 11, 2012. 5.03 Pursuant to the Merger Agreement, following the Effective Time, the Company’s amended and restated certificate of incorporation in effect immediately prior to the Effective Time was amended and restated (the “Amended and Restated Charter”) to be in the form of the certificate of incorporation set forth as Exhibit B to the Merger Agreement. | d421123d8k.htm |
| 2012-10-04 | 8-K | 2012-10-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On September 18, 2012 a putative stockholder class action lawsuit was filed against the Company, the Company Board, Offeror, Parent and Parent Guarantor in the Court of Chancery of the State of Delaware encaptioned Thomas McCormack v. | d421123d8k.htm |
| 2012-09-10 | 8-K | 2012-09-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On September 7, 2012, KSW, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kool Acquisition LLC, a Delaware limited liability company (“Parent”), Kool Acquisition Corporation, a Delaware corporation (“Purchaser”) and, solely with respect to Section 9.12 thereof, The Related Companies, L.P., a New York limited partnership (“Parent Guarantor”). 3.02 In connection with the Company’s entry into the Merger Agreement, the Company granted to Purchaser the Top-Up Option, which under certain circumstances would permit Purchaser to purchase a number of newly issued shares of Common Stock, at a price per share equal to the Per Share Amount, equal to at least the number of shares that, when added to the number of shares of Common Stock directly or indirectly owned by Parent and Merger Sub at the time of exercise, shall constitute one share more than 90% of the shares of Common Stock outstanding immediately after exercise of the Top-Up Option. 7.01 On September 10, 2012, the Company and Parent Guarantor issued a joint press release announcing that they have entered into the Merger Agreement. | d408359d8k.htm |
| 2012-08-03 | 8-K | 2012-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k320289_8k.htm |
| 2012-05-18 | 8-K | 2012-05-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company’s Annual Meeting of Stockholders was held at 2:00 PM on May 9, 2011 in Queens, New York, for the purpose of (i) electing one Class II Director to serve until the annual meeting of stockholders in the year 2015; (ii) ratifying the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012; and (iii) considering a shareholder proposal described in the Company’s Proxy Statement dated March 30, 2012. | k314001_8-k.htm |
| 2012-05-10 | 8-K | 2012-05-09 | 8.01 Other Events | 8.01 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k312707_8k.htm |
| 2012-05-07 | 8-K | 2012-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k312163_8k.htm |
| 2012-02-01 | 8-K | 2012-01-27 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 27, 2012, the Board of Directors of KSW, Inc. (the “Corporation”) adopted Amendment No. 2 (the “Amendment”) to the Company’s Amended and Restated By-Laws. | k300962_8k.htm |
| 2012-01-11 | 8-K | 2012-01-05 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 5, 2012, the Board of Directors of KSW, Inc. (the “Corporation”) adopted Amendment No. 1 (the “Amendment”) to the Company’s Amended and Restated By-Laws. | k245238_8k.htm |
| 2011-11-09 | 8-K | 2011-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k239839_8-k.htm |
| 2011-08-08 | 8-K | 2011-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | v231247_8k.htm |
| 2011-05-06 | 8-K | 2011-05-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company’s Annual Meeting of Stockholders was held at 2:00 PM on May 5, 2011 in Queens, New York, for the purpose of (i) electing two Class I Directors to serve until the annual meeting of stockholders in the year 2014; and (ii) ratifying the appointment of BDO USA, LLP, formerly known as BDO Seidman, LLP, as independent registered public accounting firm for the fiscal year ending December 31, 2011. | k221286_8k.htm |
| 2011-05-06 | 8-K | 2011-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k221257_8k.htm |
| 2011-03-10 | 8-K | 2011-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k214169_8-k.htm |
| 2010-11-30 | 8-K | 2010-11-30 | 8.01 Other Events | 8.01 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k204227_8k.htm |
| 2010-08-09 | 8-K | 2010-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | v192964_8k.htm |
| 2010-05-05 | 8-K | 2010-05-04 | 2.02 Results of Operations and Financial Condition; 5.07 Submission of Matters to a Vote of Security Holders | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 5.07 The Company’s Annual Meeting of Stockholders was held at 2:00 PM on May 4, 2010 in Queens, New York, for the purpose of (i) electing two Class III Directors to serve until the annual meeting of stockholders in the year 2013; and (ii) ratifying the appointment of BDO Seidman, LLP, as independent registered public accounting firm for the fiscal year ending December 31, 2010. | k183477_8k.htm |
| 2010-03-12 | 8-K | 2010-03-12 | 7.01 Regulation FD Disclosure | 7.01 On March 12, 2010, KSW, Inc. (the “Company”) issued a press release announcing that Floyd Warkol, its Chairman and Chief Executive Officer, has entered into a stock trading plan intended to qualify for the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | k177167_8k.htm |
| 2010-03-10 | 8-K | 2010-03-10 | 8.01 Other Events | 8.01 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k176884_8k.htm |
| 2010-03-08 | 8-K | 2010-03-08 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k176531_8k.htm |
| 2009-11-12 | 8-K | 2009-11-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 12, 2009, the Compensation Committee of the Board of Directors of KSW and Floyd Warkol agreed to extend Mr. Warkol’s Employment Agreement, dated as of January 1, 2006 for an additional two years. | v165992_8k.htm |
| 2009-11-06 | 8-K | 2009-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k165014_8k.htm |
| 2009-09-03 | 8-K | 2009-09-01 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 a) As previously reported by Form 8-K filed on August 21, 2009, the Company advised J. H. Cohn, LLP (“J. H. Cohn”) that it would not renew J. H. Cohn’s engagement as the Company’s principal accountant after the expiration of the current engagement. | k159786_8k.htm |
| 2009-08-21 | 8-K | 2009-08-13 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) By letter dated August 13, 2009, the Company advised J. H. Cohn, LLP (“J. H. Cohn”) that it would not renew J. H. Cohn’s engagement as the Company’s principal accountant after the expiration date of the current engagement. | k158790_8k.htm |
| 2009-08-11 | 8-K | 2009-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k157225_8k.htm |
| 2009-06-02 | 8-K | 2009-06-02 | 8.01 Other Events | 8.01 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k151331_8k.htm |
| 2009-05-08 | 8-K | 2009-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 29, 2009, Mr. Innis O'Rourke, Jr., a director of KSW, Inc., passed away. | k148609_8-k.htm |
| 2009-05-07 | 8-K | 2009-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | k148331_8-k.htm |
| 2009-05-04 | 8-K | 2009-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 29, 2009, Mr. Innis O'Rourke, Jr., a director of KSW, Inc., passed away. | k147809_8-k.htm |
| 2009-03-09 | 8-K | 2009-03-06 | 7.01 Regulation FD Disclosure | v142238_8k.txt | |
| 2009-03-09 | 8-K | 2009-03-09 | 2.02 Results of Operations and Financial Condition | v142237_8k.txt | |
| 2008-12-19 | 8-K | 2008-12-19 | 7.01 Regulation FD Disclosure | ksw81040.txt | |
| 2008-12-18 | 8-K | 2008-12-17 | 7.01 Regulation FD Disclosure | ksw81038.txt | |
| 2008-12-16 | 8-K | 2008-12-16 | 7.01 Regulation FD Disclosure | ksw81037.txt | |
| 2008-11-03 | 8-K | 2008-11-03 | 2.02 Results of Operations and Financial Condition | kw80926.txt | |
| 2008-08-04 | 8-K | 2008-08-04 | 2.02 Results of Operations and Financial Condition | ksw80680.txt | |
| 2008-05-02 | 8-K | 2008-05-02 | 2.02 Results of Operations and Financial Condition | ksw80405.txt | |
| 2008-03-05 | 8-K | 2008-03-05 | 2.02 Results of Operations and Financial Condition | ksw80218.txt | |
| 2007-12-21 | 8-K | 2007-12-21 | 2.02 Results of Operations and Financial Condition | ki71893.txt | |
| 2007-11-08 | 8-K | 2007-11-05 | 2.02 Results of Operations and Financial Condition | ks71780.txt | |
| 2007-10-31 | 8-K | 2007-10-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | ki71750.txt | |
| 2007-08-07 | 8-K | 2007-08-02 | 2.02 Results of Operations and Financial Condition | ks71428.txt | |
| 2007-08-02 | 8-K/A | 2007-07-24 | 4.01 Changes in Registrant's Certifying Accountant | ki71401.txt | |
| 2007-07-30 | 8-K | 2007-07-24 | 4.01 Changes in Registrant's Certifying Accountant | ki71386.txt | |
| 2007-05-10 | 8-K | 2007-05-10 | 8.01 Other Events | ki70986.txt | |
| 2007-03-07 | 8-K | 2007-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ks70395.txt | |
| 2007-02-22 | 8-K | 2007-02-22 | 2.02 Results of Operations and Financial Condition | ki70282.txt | |
| 2007-01-05 | 8-K | 2007-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ki70023.txt | |
| 2006-11-06 | 8-K | 2006-11-06 | 2.02 Results of Operations and Financial Condition | ki61495.txt | |
| 2006-08-04 | 8-K | 2006-02-08 | 2.02 Results of Operations and Financial Condition | form8k06663_08022006.htm | |
| 2006-05-09 | 8-K | 2006-05-09 | 8.01 Other Events | from8k06663_05092006.htm | |
| 2006-05-09 | 8-K | 2006-05-05 | 2.02 Results of Operations and Financial Condition | form8k06663_05052006.htm | |
| 2006-05-02 | 8-K | 2006-04-27 | 8.01 Other Events | form8k06663_04272006.htm | |
| 2006-04-25 | 8-K | 2006-04-24 | 8.01 Other Events | form8k00322_04242006.htm | |
| 2006-03-23 | 8-K | 2006-03-23 | 8.01 Other Events | jd3-23_8k.txt | |
| 2006-03-15 | 8-K | 2006-03-13 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure | jd3-14_8k.txt | |
| 2006-03-13 | 8-K | 2006-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | jd3-13_8k.txt | |
| 2006-03-08 | 8-K | 2006-03-06 | 1.01 Entry into a Material Definitive Agreement | jd3-8_8k.txt | |
| 2006-02-28 | 8-K | 2006-02-28 | 2.02 Results of Operations and Financial Condition | mv2-28_8k.txt | |
| 2006-02-13 | 8-K | 2006-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | jd2-13_8k.txt | |
| 2005-12-06 | 8-K | 2005-11-30 | 1.01 Entry into a Material Definitive Agreement | mv12-6_8k.txt | |
| 2005-10-20 | 8-K | 2005-10-17 | 1.01 Entry into a Material Definitive Agreement | jd10-20_8k.txt | |
| 2005-09-15 | 8-K | 2005-09-09 | 1.01 Entry into a Material Definitive Agreement | jd9-15_8k.txt | |
| 2005-04-13 | 8-K | 2005-04-12 | 1.01 Entry into a Material Definitive Agreement | mv4-13_8k.txt | |
| 2004-11-16 | 8-K | 2004-11-10 | 1.01 Entry into a Material Definitive Agreement | mv11-16_8k.txt | |
| 2004-02-02 | 8-K | 2004-02-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | mv2-2_8k.txt | |
| 2003-09-19 | 8-K | 2003-09-17 | 4.01 Changes in Registrant's Certifying Accountant | mv9-19_8k.txt | |
| 2002-10-07 | 8-K | 2002-09-30 | 4.01 Changes in Registrant's Certifying Accountant | mv10-7_8k.txt | |
| 2002-07-12 | 8-K | 2002-06-12 | 8.01 Other Events | a7-10ksw8k.txt | |
| 2002-04-26 | 8-K/A | 2002-03-28 | 8.01 Other Events | a4-26ksw8ka1.txt | |
| 2002-04-22 | 8-K | 2002-03-28 | 8.01 Other Events | mv4-22_8k.txt | |
| 1996-08-08 | 8-K/A | 1996-06-27 | 4.01 Changes in Registrant's Certifying Accountant | ||
| 1996-07-15 | 8-K | 1996-06-27 | 4.01 Changes in Registrant's Certifying Accountant |