MAM SOFTWARE GROUP, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-10-21: Form 8-K; Period of report 2019-10-21; Description 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 1.02.
- 2019-09-03: Form 8-K; Period of report 2019-08-30; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
- 2019-05-09: Form 8-K; Period of report 2019-05-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-02-12: Form 8-K; Period of report 2019-02-11; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-10-21 | 8-K | 2019-10-21 | 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 | 1.02 On October 21, 2019, in connection with the consummation of the Merger, the Company terminated the Credit Agreement, dated as of March 2, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Company, Univest Bank and Trust Co. (“Univest”), and the other loan parties party thereto. 2.01 As described in the Introductory Note above, on October 21, 2019, the Merger was completed pursuant to Section 251 of the DGCL and the Company became a wholly-owned indirect subsidiary of Parent. 3.01 On October 21, 2019, in connection with the consummation of the Merger, the Company (i) informed the Nasdaq Capital Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 At the Effective Time, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned indirect subsidiary of Parent. 5.02 At the Effective Time, in connection with the Merger, each of Dwight B. Mamenteo, Frederick G. Wasserman, W. Austin Lewis IV and Peter H. Kamin ceased to be directors of the Board of Directors of the Company. 5.03 At the Effective Time, in connection with the consummation of the Merger, the certificate of incorporation of the Company, as amended, and it bylaws, were each amended and restated in its entirety. | mamsg20191019_8k.htm |
| 2019-09-03 | 8-K | 2019-08-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 On August 30, 2019, MAM Software Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kerridge Commercial Systems Group Limited, an English private limited company (“Parent”), and Chickadee Holdings Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”). 5.02 (b) Upon consummation of the Merger, the Company’s executive officers will resign their positions with the Company. 5.07 On August 30, 2019, following execution of the Merger Agreement, holders of an aggregate of 6,385,657 shares of Common Stock (collectively, the “Principal Stockholders”), which shares constitute approximately 50.58% of the voting power of the outstanding shares of the Common Stock, executed and delivered the Written Consent approving and adopting the Merger Agreement. 8.01 On September 3, 2019, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. | mamsg20190902_8k.htm |
| 2019-05-09 | 8-K | 2019-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2019, MAM Software Group, Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended March 31, 2019 (the “Press Release”). | mamsg20190509_8k.htm |
| 2019-02-12 | 8-K | 2019-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2019, MAM Software Group, Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended December 31, 2018 (the “Press Release”). | mamsg20190211_8k.htm |