LOGMEIN, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-08-31: Form 8-K; Period of report 2020-08-31; Description 1.01 Entry into a Material Definitive Agreement; 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; Details 1.01.
- 2020-08-14: Form 8-K; Period of report 2020-08-14; Description 8.01 Other Events; Details 8.01.
- 2020-08-10: Form 8-K; Period of report 2020-08-10; Description 8.01 Other Events; Details 8.01.
- 2020-07-29: Form 8-K; Period of report 2020-07-29; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-08-31 | 8-K | 2020-08-31 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the consummation of the Merger, on August 31, 2020, the Company repaid in full all outstanding amounts under its Amended and Restated Credit Agreement, dated as of February 1, 2017, by and among the Company, LogMeIn USA, Inc., and a syndicate of banks (the “Lenders”) for which JPMorgan Chase Bank, N.A. acted as Administrative Agent and J.P. Morgan Chase Bank N.A., Wells Fargo Securities, LLC, and RBC Capital Markets acted as Joint Bookrunners, Lead Arrangers, and Syndication Agents (the “Existing Credit Agreement”), terminated the Existing Credit Agreement and all commitments by the Lenders to extend further credit thereunder in accordance with its terms and any guarantees, liens and other security in connection therewith were terminated and/or released, as applicable. 2.01 The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01. 3.01 In connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (the “NASDAQ”) suspend trading of Company Common Stock on August 31, 2020, remove Company Common Stock from listing and file a Form 25 with the SEC to report the delisting of Company Common Stock from NASDAQ. 3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03. 5.01 As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent. 5.02 In connection with the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and Andrew Kowal, Mike Kohlsdorf, Christine Wang, Daniel Lynn, Jesse Cohn, Jason Genrich and William R. Wagner became directors of the Company. 5.03 As of the Effective Time, the Amended and Restated Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1. | d137287d8k.htm |
| 2020-08-14 | 8-K | 2020-08-14 | 8.01 Other Events | 8.01 On August 14, 2020, LogMeIn, Inc. (the “Company”) issued a press release announcing that Logan Merger Sub, Inc., the merger subsidiary controlled by affiliates of Francisco Partners, L.P. (“Francisco Partners”), has priced an offering of $950 million in aggregate principal amount of its 5.50% Senior Secured Notes due 2027 (the “Notes”). | logm-8k_20200814.htm |
| 2020-08-10 | 8-K | 2020-08-10 | 8.01 Other Events | 8.01 On August 10, 2020, LogMeIn, Inc. (the “Company”) issued a press release announcing that Logan Merger Sub, Inc., the merger subsidiary controlled by affiliates of Francisco Partners, L.P. (“Francisco Partners), intends to privately offer, subject to market conditions, Senior Secured Notes in an aggregate principal amount of $750 million due 2027 (the “Notes”). | logm-8k_20200810.htm |
| 2020-07-29 | 8-K | 2020-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2020, LogMeIn, Inc. (the “Company”) announced its financial results for the second quarter of 2020. | logm-8k_20200729.htm |
| 2020-06-17 | 8-K | 2020-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 15, 2020, in connection with his decision to retire as previously announced by LogMeIn, Inc. (the “Company”) on October 24, 2019, Edward K. Herdiech resigned from his positions as the Company’s Chief Financial Officer, Treasurer and principal financial officer with immediate effect. | logm-8k_20200615.htm |
| 2020-06-11 | 8-K | 2020-06-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 LogMeIn, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2020. | logm-8k_20200611.htm |
| 2020-04-23 | 8-K | 2020-04-23 | 2.02 Results of Operations and Financial Condition | 2.02 On April 23, 2020, LogMeIn, Inc. (the “Company”) announced its financial results for the first quarter of 2020. | logm-8k_20200423.htm |
| 2020-03-25 | 8-K | 2020-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2020, LogMeIn, Inc. (the “Company”) and Mr. Marc R. van Zadelhoff, the Company’s Chief Operating Officer, reached a mutual agreement on terms consistent with the Company’s past practice, whereby Mr. Van Zadelhoff’s employment with the Company will end effective as of April 10, 2020. | logm-8k_20200323.htm |
| 2020-03-12 | 8-K | 2020-03-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 LogMeIn, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on March 12, 2020. 8.01 On March 12, 2020, the Company issued a press release announcing stockholder approval of the foregoing matters at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d878256d8k.htm |
| 2020-03-02 | 8-K | 2020-03-02 | 8.01 Other Events | 8.01 As previously announced, on December 17, 2019, LogMeIn, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Logan Parent, LLC, a Delaware limited liability company (“Parent”), and Logan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | d872646d8k.htm |
| 2020-02-13 | 8-K | 2020-02-07 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities | 2.02 On February 13, 2020, LogMeIn, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year 2019. 2.05 On February 7, 2020, the Company’s Board of Directors approved a global restructuring plan, including a reduction in force which will result in the termination of approximately 8% of the Company’s workforce and the consolidation of certain leased facilities. | logm-8k_20200207.htm |
| 2020-02-03 | 8-K | 2020-02-03 | 8.01 Other Events | 8.01 The Company’s press release also announced that it had established a record date of February 4, 2020, and a date of March 12, 2020 for a special meeting of its stockholders to, among other things, consider and vote on a proposal to approve the previously announced Merger Agreement. | d880788d8k.htm |
| 2020-01-08 | 8-K | 2020-01-07 | 8.01 Other Events | 8.01 As previously announced, on December 17, 2019, LogMeIn, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Logan Parent, LLC, a Delaware limited liability company (“Parent”), and Logan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). | d871241d8k.htm |