MIRANT CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2010-12-07: Form 8-K; Period of report 2010-12-03; Description 1.01 Entry into 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; 8.01 Other Events; Details 1.01.
- 2010-11-05: Form 8-K; Period of report 2010-11-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2010-10-25: Form 8-K; Period of report 2010-10-25; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2010-10-13: Form 8-K; Period of report 2010-10-08; Description 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; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2010-12-07 | 8-K | 2010-12-03 | 1.01 Entry into 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; 8.01 Other Events | 1.01 On December 3, 2010, GenOn Energy Holdings, Inc., previously known as Mirant Corporation, a Delaware corporation (the “Company”), entered into the Third Amendment (the “Third Amendment”) to the Rights Agreement, dated as of March 26, 2009, as amended by the First Amendment, dated as of February 25, 2010, and the Second Amendment, dated as of April 28, 2010 (as amended, the “Rights Agreement”). 2.01 On December 3, 2010, pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of RRI Energy. 3.01 In connection with the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that each outstanding share of the Company’s common stock was converted in the Merger into the right to receive RRI Energy common stock and has requested that the NYSE file a notification of removal from listing on Form 25 with the Commission with respect to the Company’s common stock. 3.03 Upon completion of the Merger, all outstanding warrants of the Company were converted into warrants of RRI Energy entitling the holders thereof to receive upon exercise the number of shares of common stock of RRI Energy that would have been issued or paid to such holders in the Merger if such holders had exercised the Company warrants immediately prior to completion of the Merger. 5.01 The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference. 5.02 By virtue of the Merger, each of Edward R. Muller, Thomas W. Cason, A.D. Correll, Terry G. Dallas, Thomas H. Johnson, John T. Miller, Robert C. Murray and William L. Thacker, who constituted the Board of Directors of the Company prior to the closing of the Merger, ceased to be directors of the Company as of the effective time of the Merger. 5.03 On December 3, 2010, pursuant to the Merger Agreement, the certificate of incorporation and bylaws of Merger Sub became the certificate of incorporation and bylaws of the Company. 8.01 On December 3, 2010, the Company issued a press release announcing the consummation of the Merger. | d8k.htm |
| 2010-11-05 | 8-K | 2010-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2010, Mirant Corporation (the “Company,” “Mirant,” “we,” “us,” or “our”) issued a press release announcing its financial results for the quarter ended September 30, 2010. | d8k.htm |
| 2010-10-25 | 8-K | 2010-10-25 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 A Special Meeting of Stockholders (the “Special Meeting”) of Mirant Corporation (the “Company” or “Mirant”) was held on Monday, October 25, 2010, in Atlanta, Georgia. 7.01 On October 25, 2010, Mirant and RRI Energy jointly issued a press release announcing the results of their respective special meetings of stockholders held on October 25, 2010. | d8k.htm |
| 2010-10-13 | 8-K | 2010-10-08 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Report. | d8k.htm |
| 2010-10-08 | 8-K | 2010-10-04 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Report. | d8k.htm |
| 2010-09-21 | 8-K | 2010-09-20 | 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; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 (a) The information set forth in Item 1.01 is incorporated herein by reference. 3.03 As described in Item 1.01, the credit agreement contains a covenant that, following the closing of the merger, will restrict RRI Energy’s ability to pay dividends or repurchase capital stock. 7.01 On September 20, 2010, Mirant and RRI Energy jointly issued a press release announcing the financings described herein and announcing that both companies will hold their respective special meetings of stockholders on October 25, 2010 for the purpose of voting upon proposals relating to the merger. | d8k.htm |
| 2010-09-16 | 8-K/A | 2010-09-08 | 7.01 Regulation FD Disclosure | 7.01 This Amendment on Form 8-K/A (this “Amendment”) by Mirant Corporation (“Mirant”) amends the Current Report on Form 8-K originally furnished to the Securities and Exchange Commission on September 8, 2010 (the “Original 8-K”). | d8ka.htm |
| 2010-09-08 | 8-K | 2010-09-08 | 7.01 Regulation FD Disclosure | 7.01 On April 11, 2010, Mirant Corporation (“Mirant”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RRI Energy, Inc. (“RRI”) and RRI Energy Holdings, Inc., a direct wholly-owned subsidiary of RRI (“Merger Sub”). | d8k.htm |
| 2010-08-06 | 8-K | 2010-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2010, Mirant Corporation (the “Company,” “Mirant,” “we,” “us,” or “our”) issued a press release announcing its financial results for the quarter ended June 30, 2010. | d8k.htm |
| 2010-07-16 | 8-K | 2010-07-15 | 8.01 Other Events | 8.01 On July 16, 2010, Mirant Corporation (“Mirant”) and RRI Energy, Inc. (“RRI Energy”) issued a joint press release announcing that yesterday they each received a request for additional information (commonly referred to as a “second request”) from the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of April 11, 2010, by and among RRI Energy, RRI Energy Holdings, Inc. and Mirant. | d8k.htm |
| 2010-05-11 | 8-K | 2010-05-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders of Mirant Corporation (the “Company”) was held on Thursday, May 6, 2010, in Atlanta, Georgia. | d8k.htm |
| 2010-05-07 | 8-K | 2010-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2010, Mirant Corporation (the “Company,” “Mirant,” “we,” “us,” or “our”) issued a press release announcing its financial results for the quarter ended March 31, 2010. | d8k.htm |
| 2010-04-28 | 8-K | 2010-04-28 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 above is incorporated herein by reference. | mirant8-kexecutioncopy.htm |
| 2010-04-12 | 8-K | 2010-04-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On April 11, 2010, Mirant Corporation, a Delaware corporation (“Mirant”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RRI Energy, Inc., a Delaware corporation (“RRI Energy”) and RRI Energy Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRI Energy (“Merger Sub”). 7.01 On April 11, 2010, Mirant and RRI Energy issued a joint press release announcing the execution of the Merger Agreement. | d8k.htm |
| 2010-02-26 | 8-K | 2010-02-25 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 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 | 1.01 Entry into a Material Definitive Agreement. 2.02 On February 26, 2010, Mirant Corporation (the “Company,” “Mirant,” “we,” “us,” or “our”) issued a press release announcing its financial results for the year ended December 31, 2009. 3.03 The Company has entered into an Amendment, dated as of February 25, 2010 (the “Amendment”), by and between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”), to its Rights Agreement with the Rights Agent, dated as of March 26, 2009 (the “Rights Agreement”). 5.02 (b) On February 25, 2010, John M. Quain, a director of the Company and a member of its Compensation Committee, notified the Board of Directors of his intent to retire at the conclusion of his term as director at the 2010 Annual Meeting of Stockholders. | d8k.htm |