MGC DIAGNOSTICS Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-28: Form 8-K; Period of report 2017-12-28; 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; Details 2.01.
- 2017-11-29: Form 8-K; Period of report 2017-11-25; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2017-09-06: Form 8-K; Period of report 2017-09-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-09-01: Form 8-K; Period of report 2017-08-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-28 | 8-K | 2017-12-28 | 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 | 2.01 As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), on November 29, 2017 (the “Prior Report”), on November 25, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MGC Parent LLC, a Delaware limited liability company (“Parent”), and AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Purchaser”), which was previously filed by the Company as Exhibit 2.1 to the Prior Report. 3.01 In connection with the closing of the Merger, the Company notified the NASDAQ Capital Market (“NASDAQ”) on December 28, 2017 of the closing of the Merger and requested that NASDAQ effect a trading suspension of the shares of the Company’s common stock, par value $0.10 per share (“Company Common Stock”). 3.03 The information contained in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As previously disclosed in the Prior Report, on November 25, 2017, the Company entered into the Merger Agreement with Parent and Purchaser, pursuant to which Purchaser launched a tender offer to purchase all of the outstanding shares of Company Common Stock for $11.03 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 2017, and the related Letter of Transmittal (collectively, the “Offer”). 5.02 The following changes to the Company’s board of directors were effected in accordance with the Merger Agreement. 5.03 At the Effective Time of the Merger on December 28, 2017, the articles of incorporation of the Company were amended to be in the form of the articles of incorporation attached hereto as Exhibit 3.1 and the by-laws of the Company were amended to be in the form of the by-laws of Purchaser immediately prior to the Merger, each in accordance with the terms of the Merger Agreement. | mgc173431_8k.htm |
| 2017-11-29 | 8-K | 2017-11-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 25, 2017, MGC Diagnostics Corporation, a Minnesota corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of November 25, 2017 (the “Merger Agreement”), by and among MGC Parent LLC, a Delaware limited liability company (“Parent”), AC Breathe Merger Sub Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and the Company. | mgc173175_8k.htm |
| 2017-09-06 | 8-K | 2017-09-06 | 2.02 Results of Operations and Financial Condition | 2.02 On September 6, 2017, MGC Diagnostics Corporation (the “Company”) issued a press release announcing its results for the fiscal 2017 Third quarter ended July 31, 2017. | MainDocument.htm |
| 2017-09-01 | 8-K | 2017-08-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 30, 2017, the Board of Directors of MGC Diagnostics Corporation (the “Company”) appointed Larry R. Degen, age 62 (CPA, Inactive), as the Company’s Interim Chief Financial Officer. | mgc172427_8k.htm |
| 2017-06-01 | 8-K | 2017-06-01 | 2.02 Results of Operations and Financial Condition | 2.02 On June 1, 2017, MGC Diagnostics Corporation (the “Company”) issued a press release announcing its results for the fiscal 2017 second quarter ended April 30, 2017. | mgc171662_8k.htm |
| 2017-03-28 | 8-K | 2017-03-22 | 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 | 5.02 On March 22, 2017, the Board of Directors of MGC Diagnostics Corporation (the “Company”) designated Jill Burchill as the Company’s principal financial officer. 5.07 On March 22, 2017, the Company held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). | mgc170890_8k.htm |
| 2017-03-17 | 8-K | 2017-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 16, 2017, Wesley W. Winnekins is no longer serving as Chief Financial Officer or an employee of MGC Diagnostics Corporation (the “Company”). | mgc170800_8k.htm |
| 2017-03-07 | 8-K | 2017-03-07 | 2.02 Results of Operations and Financial Condition | 2.02 On March 7, 2017, MGC Diagnostics Corporation (the “Company”) issued a press release announcing its results for the fiscal 2017 first quarter ended January 31, 2017. | mgc170678_8k.htm |
| 2017-01-25 | 8-K | 2017-01-25 | 2.02 Results of Operations and Financial Condition | 2.02 On January 25, 2017, MGC Diagnostics Corporation (the “Company”) issued a press release announcing its results for the fiscal 2016 fourth quarter and year ended October 31, 2016. | mgc170195_8-k.htm |
| 2017-01-25 | 8-K | 2017-01-25 | 8.01 Other Events | 8.01 On January 25, 2017, the Company’s Board of Directors approved a special, one-time cash dividend of $0.70 per share on its outstanding common stock, payable on February 24, 2017 to shareholders of record as of February 10, 2017. | mgc170196_8-k.htm |