Memorial Resource Development Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-09-16: Form 8-K; Period of report 2016-09-16; Description 8.01 Other Events; Details 8.01.
- 2016-09-16: Form 8-K; Period of report 2016-09-15; 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2016-08-26: Form 8-K; Period of report 2016-08-23; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2016-07-28: Form 8-K; Period of report 2016-07-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-09-16 | 8-K | 2016-09-16 | 8.01 Other Events | 8.01 As previously disclosed in its Current Report on Form 8-K filed earlier in the day on September 16, 2016, Memorial Resource Development Corp., a Delaware corporation (“Memorial”), became a wholly-owned subsidiary of Range Resources Corporation, a Delaware corporation (“Range”), on September 16, 2016, as a result of the merger of Medina Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Range, with and into Memorial (the “Merger”). | d252230d8k.htm |
| 2016-09-16 | 8-K | 2016-09-15 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 In connection with the consummation of the Merger described in Item 2.01 below, on September 16, 2016, all outstanding obligations in respect of principal, interest and fees under that certain Amended and Restated Credit Agreement, dated as of June 18, 2014 (the “Credit Agreement”), by and among Memorial Resource Development Corp. (the “Company” or “MRD”), as borrower, Bank of America, N.A., as administrative agent and collateral agent, and the other lenders and financial institutions party thereto, as amended, were repaid and the Credit Agreement was terminated. 2.01 On September 16, 2016, the Company became a wholly owned subsidiary of Range Resources Corporation, a Delaware corporation (“Range”), as a result of the merger of Medina Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Range (“Merger Sub”), with and into the Company, with the Company continuing as the surviving entity (the “Merger”). 3.01 In connection with the consummation of the Merger, the Company notified the NASDAQ that trading in MRD Common Stock should be suspended and the listing of MRD Common Stock on the NASDAQ should be removed. 3.03 Pursuant to the Merger Agreement, (i) each outstanding share of MRD Common Stock was converted into the right to receive the Merger Consideration and (ii) each outstanding share of MRD Restricted Stock vested immediately prior to the Effective Time and was converted into the right to receive the Merger Consideration. 5.01 A change of control of the Company occurred on September 16, 2016 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into the Company, with the Company continuing to exist as a Delaware corporation. 5.02 At the Effective Time, and in accordance with the Merger Agreement, each member of the board of directors of the Company (the “MRD Board”) resigned from the MRD Board and ceased to be a director of the Company. 5.03 In connection with the consummation of the Merger, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated as set forth in Exhibit 3.1, and as so amended and restated became the certificate of incorporation of the surviving entity in the Merger (the “Surviving Corporation Certificate of Incorporation”). 5.07 On September 15, 2016, the Company held a special meeting of the Company’s stockholders (the “MRD Special Meeting”) at which the Company’s stockholders (i) approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; (ii) approved on an advisory (non-binding) basis the compensation to be paid or become payable to the Company’s named executive officers in connection with the Merger; and (iii) approved the adjournment of the MRD Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the MRD Special Meeting to approve the first proposal listed above. | d212881d8k.htm |
| 2016-08-26 | 8-K | 2016-08-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d247597d8k.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 8.01 Other Events | 8.01 As noted in the Memorial Resource Development Corp. (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the Securities and Exchange Commission (“SEC”) on July 28, 2016, the Company sold Memorial Production Partners GP LLC (“MEMP GP”), the general partner of Memorial Production Partners LP (“MEMP”), Beta Operating Company, LLC and MEMP Services LLC (collectively, the “Disposition Entities”) to MEMP for $0.75 million in cash on June 1, 2016. | mrd-8k.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on July 28, 2016 regarding the Company’s financial and operational results for the quarter ended June 30, 2016 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of July 28, 2016, a hedging overview presentation. | d230810d8k.htm |
| 2016-07-18 | 8-K | 2016-07-18 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 18, 2016, Memorial Resource Development Corp. (“MRD”) issued a press release announcing it has established a record date of close of business on August 10, 2016 and a meeting date of September 15, 2016 for the special meeting of MRD stockholders to consider and vote upon a proposal to approve and adopt the previously announced Agreement and Plan of Merger, dated as of May 15, 2016, by and among Range Resources Corporation, a Delaware corporation (“Range”), Medina Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Range, and MRD and other related matters (the “Special Meeting”). 8.01 To the extent required, the information set forth in Item 7.01 is incorporated into this Item 8.01 by reference. | d228867d8k.htm |
| 2016-06-01 | 8-K | 2016-06-01 | 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 2.01 On June 1, 2016, Memorial Resource Development Corp. (the “Company”) sold Memorial Production Partners GP LLC (“MEMP GP”), the general partner of Memorial Production Partners LP (“MEMP”), Beta Operating Company, LLC and MEMP Services LLC (collectively, the “Disposition Entities”) to MEMP for total proceeds of $0.75 million. 8.01 The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. | d202251d8k.htm |
| 2016-05-17 | 8-K | 2016-05-15 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 5.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d193373d8k.htm |
| 2016-05-16 | 8-K | 2016-05-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 13, 2016, Memorial Resource Development Corp. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). | d169352d8k.htm |
| 2016-05-10 | 8-K | 2016-05-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on May 10, 2016 regarding the Company’s financial and operational results for the quarter ended March 31, 2016 and updated 2016 financial and operational guidance is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02. 7.01 On May 10, 2016, the Company issued a press release announcing, among other things, its updated 2016 financial and operational guidance. | d179260d8k.htm |
| 2016-05-02 | 8-K | 2016-04-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 The grant of the Restricted Shares to certain executive officers and employees were made pursuant to a Restricted Stock Agreement, a form of which was previously filed with the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2014 (the “Form S-8”), and will vest pro-rata over a three year period. 8.01 As of the date hereof, the Company owns Memorial Production Partners GP LLC (“MEMP GP”), which is the general partner of Memorial Production Partners LP (“MEMP”). | d179707d8k.htm |
| 2016-02-24 | 8-K | 2016-02-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on February 24, 2016 regarding the Company’s financial and operational results for the quarter and year ended December 31, 2015 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of February 24, 2016, a hedging overview presentation. | d142281d8k.htm |
| 2016-02-04 | 8-K | 2016-02-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 2, 2016, Memorial Resource Development Corp. (the “Company”) issued a press release announcing an operational update, its 2015 year-end reserves, 2016 financial and operational guidance, updated horizontal drilling locations and a hedge restructure. 7.01 On February 2, 2016, the Company issued a press release announcing, among other things, its 2016 financial and operational guidance. | d103827d8k.htm |
| 2016-02-01 | 8-K | 2016-01-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 29, 2016, the Board of Directors (the “Board”) of Memorial Resource Development Corp. (the “Company”) accepted the resignation of John A. Weinzierl as Chief Executive Officer (“CEO”) of the Company and appointed Jay Graham to serve as CEO. 7.01 On January 29, 2016, the Company issued a press release announcing that Jay Graham has been appointed to serve as CEO and director of the Company. | d126701d8k.htm |
| 2015-11-04 | 8-K | 2015-11-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on November 4, 2015 regarding the Company’s financial and operational results for the quarter ended September 30, 2015 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of November 4, 2015, a hedging overview presentation. | d79998d8k.htm |
| 2015-10-23 | 8-K | 2015-10-22 | 8.01 Other Events | 8.01 On October 22, 2015, Memorial Resource Development Corp. (the “Company”) issued a press release announcing, among other things, the closing of its previously announced acquisition of certain oil and natural gas properties in Louisiana (the “Acquisition”) and reserve estimates associated with the Acquisition and 6,521 net acres acquired by the Company’s leasing efforts in and around the Acquisition acreage (the combined acreage being referred to herein as the “Acquisition Acreage”). | d16498d8k.htm |
| 2015-09-25 | 8-K | 2015-09-21 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On September 22, 2015, the Company announced the Underwriter’s exercise of its option to purchase additional shares of Common Stock in full. | d42009d8k.htm |
| 2015-09-21 | 8-K | 2015-09-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Fifth Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference. 8.01 On September 21, 2015, the Company issued a press release announcing, among other things, the Acquisition and an operational update. | d84854d8k.htm |
| 2015-08-05 | 8-K | 2015-08-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on August 5, 2015 regarding the Company’s financial and operational results for the quarter ended June 30, 2015 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of August 5, 2015, a hedging overview presentation. | d95693d8k.htm |
| 2015-07-08 | 8-K | 2015-07-08 | 8.01 Other Events | 8.01 As noted in the Memorial Resource Development Corp. (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the Securities and Exchange Commission (“SEC”) on May 11, 2015 (“2015 Form 10-Q”), in February 2015, the Company and Memorial Production Partners LP (“MEMP”) completed a transaction (the “Property Swap”) in which the Company exchanged certain of its oil and gas properties in East Texas and non-core Louisiana for MEMP’s North Louisiana oil and gas properties and approximately $78.0 million in cash, subject to customary adjustments. | mrd-8k_20150708.htm |
| 2015-07-06 | 8-K | 2015-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 1, 2015, the Board of Directors of Memorial Resource Development Corp. (the “Company”) approved an increase to the salary of Mr. John A. Weinzierl, Chief Executive Officer of the Company, to $500,000 annually, effective July 1, 2015. | d26613d8k.htm |
| 2015-06-02 | 8-K | 2015-05-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d935947d8k.htm | |
| 2015-05-27 | 8-K/A | 2015-05-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Form 8-K, at the Company’s 2015 Annual Meeting of Stockholders held on May 15, 2015 (the “Annual Meeting”), a non-binding, advisory vote was conducted concerning the frequency of the vote regarding the compensation paid to the Company’s named executive officers. | d930469d8ka.htm |
| 2015-05-19 | 8-K | 2015-05-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 15, 2015, Memorial Resource Development Corp. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). | d927896d8k.htm |
| 2015-05-06 | 8-K | 2015-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on May 6, 2015 regarding the Company’s financial and operational results for the quarter ended March 31, 2015 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of May 6, 2015, a hedging overview presentation. | d918668d8k.htm |
| 2015-04-17 | 8-K | 2015-04-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d908787d8k.htm |
| 2015-04-14 | 8-K | 2015-04-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Fourth Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference. 8.01 On April 14, 2015, the Company announced that its Board of Directors authorized a stock repurchase program of up to $50.0 million of the Company’s outstanding common stock, par value $0.01 per share. | d910449d8k.htm |
| 2015-03-11 | 8-K | 2015-03-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on March 11, 2015 regarding the Company’s financial and operational results for the quarter and year ended December 31, 2014 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 The Company has posted on its website, as of March 11, 2015, a supplemental presentation. | d889515d8k.htm |
| 2015-02-24 | 8-K | 2015-02-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 24, 2015, Memorial Resource Development Corp. (the “Company”) issued a press release announcing its 2014 year-end reserves, 2015 financial and operational guidance and an operational update. 7.01 On February 24, 2015, the Company issued a press release announcing, among other things, its 2015 financial and operational guidance and an asset swap. | d878200d8k.htm |
| 2015-01-13 | 8-K | 2015-01-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 9, 2015, the Board of Directors of Memorial Resource Development Corp. (the “Company”) made the grant of 9,695 restricted shares (the “Restricted Shares”) to John A. Weinzierl, the Company’s Chief Executive Officer pursuant to the Company’s 2014 Long-Term Incentive Plan. | d850927d8k.htm |
| 2014-12-15 | 8-K | 2014-12-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Third Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference. 8.01 On December 15, 2014, the Company announced that its Board of Directors authorized a stock repurchase program of up to $50.0 million of the Company’s outstanding common stock, par value $0.01 per share. | d837987d8k.htm |
| 2014-11-18 | 8-K | 2014-11-12 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 The information in this Item 7.01, including the attached Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing. | d822792d8k.htm |
| 2014-11-05 | 8-K | 2014-11-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on November 5, 2014 regarding the Company’s financial and operational results for the quarter ended September 30, 2014 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 On November 5, 2014, the Company provided its operational and financial guidance for its fiscal year 2015. | d815599d8k.htm |
| 2014-11-04 | 8-K | 2014-11-04 | 8.01 Other Events | d815360d8k.htm | |
| 2014-08-06 | 8-K | 2014-08-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 A press release issued by Memorial Resource Development Corp. (the “Company”) on August 6, 2014 regarding the Company’s financial and operational results for the quarter ended June 30, 2014 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 7.01 On August 6, 2014, the Company provided its operational and financial guidance for its fiscal year 2014. | d767451d8k.htm |
| 2014-07-16 | 8-K | 2014-07-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 8.01 On July 16, 2014, the entire $350,000,000 outstanding principal amount of the Company’s 10.00%/10.75% Senior PIK Toggle Notes due 2018 (the “PIK Notes”) was redeemed at a redemption price of 102% of the principal amount of the PIK Notes plus accrued and unpaid interest. | d754732d8k.htm |
| 2014-07-02 | 8-K | 2014-06-27 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.02 Pursuant to the Indenture, dated as of December 18, 2013 (as amended, modified or supplemented from time to time, the “Indenture”), among Memorial Resource Development Corp., as successor under the Indenture to Memorial Resource Development LLC (the “Company”), Memorial Resource Finance Corp. (together with the Company, the “Issuers”), each of the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), the Issuers provided notice to the Trustee that they had elected to redeem all of the outstanding 10.00%/10.75% Senior PIK Toggle Notes due 2018 issued under the Indenture (the “Notes”), at a redemption price of 102% of the principal amount of the Notes plus accrued and unpaid interest thereon, on July 16, 2014 (the “Redemption”). 2.01 On July 1, 2014, Memorial Production Partners LP (the “Partnership”), a consolidating subsidiary of the Company, announced that the Partnership closed its previously announced acquisition of oil and natural gas liquids properties in Wyoming from Merit Energy Company, LLC and certain of its affiliates (the “Acquisition”). | d752392d8k.htm |
| 2014-06-26 | 8-K | 2014-06-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 23, 2014, the Company issued a press release announcing that, subject to market conditions, the Company intended to offer senior unsecured notes due 2022 in a private offering to eligible purchasers. | d746874d8k.htm |
| 2014-06-24 | 8-K | 2014-06-18 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Credit Agreement provided above under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference. 3.02 The description in Item 2.01 above of the issuances of equity securities by the Company on June 18, 2014, in connection with the consummation of the transactions contemplated by the Contribution Agreements, is incorporated in this Item 3.02 by reference. 3.03 The information provided in Item 1.01 hereto under the headings “Voting Agreement” and “Registration Rights Agreement” is incorporated by reference into this Item 3.03. 5.02 On June 10, 2014, Messrs. 7.01 On June 18, 2014, the Company announced that it had closed the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless specifically identified therein as being incorporated therein by reference. | d744159d8k.htm |
| 2014-06-16 | 8-K | 2014-06-12 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 (e) Effective June 11, 2014, the Board of Directors of the Company adopted the Plan. 5.03 On June 10, 2014, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation, which became effective as of such date. 7.01 On June 13, 2014, the Company announced that it had priced the Offering described in Item 1.01 of this Current Report on Form 8- K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless specifically identified therein as being incorporated therein by reference. | d742119d8k.htm |