LIONBRIDGE TECHNOLOGIES INC /DE/ Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-02-28: Form 8-K; Period of report 2017-02-28; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-02-28 | 8-K | 2017-02-28 | 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 2.01 On February 28, 2017 (the “Closing Date”), Lionbridge Technologies, Inc. (“Lionbridge”) completed its previously announced merger (the “Merger”) with LBT Acquisition, Inc., a Delaware corporation (“Parent”) and affiliate of H.I.G. Capital, L.L.C. (“H.I.G Capital”), and LBT Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquiring Parties”). 3.01 In connection with the closing of the Merger, on February 28, 2017, Lionbridge notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger was consummated and trading of Lionbridge’s common stock on the Nasdaq Global Market has been suspended. 3.03 The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 Upon the closing of the Merger on February 28, 2017, a change in control of Lionbridge occurred, and Lionbridge now is a wholly-owned subsidiary of Parent, as described in Item 2.01 of this Current Report on Form 8-K, which Item 2.01 is incorporated herein by reference. 5.02 In connection with the Merger, each of Guy L. De Chazal, Claude P. Sheer, Paul Kavanaugh, Edward A. Blechschmidt, Jack Noonan, Michael G. Dallas, James A. Quella and Susan Kantor resigned from his or her respective position as a member of the Lionbridge Board, and any committee thereof, effective at the effective time of the Merger on February 28, 2017. 5.03 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of Lionbridge were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub (with such provisions as necessary to give full effect to the exculpation and indemnification provided for by the Merger Agreement). 8.01 On February 28, 2017, Lionbridge and H.I.G. issued a joint press release announcing the consummation of the Merger. | liox-2017228x8xk.htm |