NETWORK ENGINES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-09-19: Form 8-K; Period of report 2012-09-18; 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.01.
- 2012-09-10: Form 8-K; Period of report 2012-09-10; Description 8.01 Other Events; Details 8.01.
- 2012-09-07: Form 8-K; Period of report 2012-09-07; Description 8.01 Other Events; Details 8.01.
- 2012-08-30: Form 8-K; Period of report 2012-08-30; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-09-19 | 8-K | 2012-09-18 | 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 | 2.01 On September 18, 2012, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into NEI, with NEI continuing as the surviving corporation. 3.01 In connection with the closing of the Merger, NEI notified the NASDAQ Stock Market (“NASDAQ”) on September 18, 2012 of the completion of the Merger and requested that NASDAQ file with the U.S. Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 to delist the NEI Common Stock. 3.03 The information set forth in Item 2.01 above in this Current Report is incorporated by reference herein in response to this Item 3.03. 5.01 On September 18, 2012, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into NEI, with NEI continuing as the surviving corporation in the Merger. 5.02 Pursuant to the terms of the Merger Agreement, in connection with the Merger, at the Effective Time of the Merger on September 18, 2012, each of John A. Blaeser, Gary E. Haroian, Charles A. Foley, Fontaine K. Richardson, Patricia C. Sueltz and Gregory A. Shortell voluntarily resigned from the board of directors of NEI and the following directors of Merger Sub became the initial directors of NEI: Corry Hong and Christine Hong. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of NEI were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the surviving corporation. | a12-21555_18k.htm |
| 2012-09-10 | 8-K | 2012-09-10 | 8.01 Other Events | 8.01 On September 10, 2012, Network Engines, Inc. (“NEI”) signed a memorandum of understanding to settle the previously disclosed class action lawsuit captioned In re Network Engines, Inc. Shareholder Litigation, C.A. No. 7650-CS pending in the Delaware Court of Chancery and the lawsuit in the Suffolk County Superior Court in the Commonwealth of Massachusetts entitled Shiva v. | a12-20584_28k.htm |
| 2012-09-07 | 8-K | 2012-09-07 | 8.01 Other Events | 8.01 On September 7, 2012, Network Engines, Inc. (“NEI”) began distributing a third letter to certain of its stockholders reminding them to submit their proxy cards in connection with the special meeting of stockholders of NEI to be held on September 18, 2012, to approve the previously announced merger with UNICOM Systems, Inc. A copy of the letter to be distributed is attached hereto as Exhibit 99.1 and is incorporated by reference. | a12-20584_18k.htm |
| 2012-08-30 | 8-K | 2012-08-30 | 8.01 Other Events | 8.01 On August 30, 2012, Network Engines, Inc. (“NEI”) began distributing a second letter to certain of its stockholders reminding them to submit their proxy cards in connection with the special meeting of stockholders of NEI to be held on September 18, 2012, to approve the previously announced merger with UNICOM Systems, Inc. A copy of the letter to be distributed is attached hereto as Exhibit 99.1 and is incorporated by reference. | a12-19581_18k.htm |
| 2012-08-22 | 8-K | 2012-08-22 | 8.01 Other Events | 8.01 On August 22, 2012, Network Engines, Inc. (“NEI”) began distributing a letter to its stockholders reminding them to submit their proxy cards in connection with the special meeting of stockholders of NEI to be held on September 18, 2012, to approve the previously announced merger with UNICOM Systems, Inc. A copy of the letter to be distributed is attached hereto as Exhibit 99.1 and is incorporated by reference. | a12-18901_18k.htm |
| 2012-08-03 | 8-K | 2012-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2012, Network Engines, Inc. announced its financial results for the quarter ended June 30, 2012. | a12-17582_18k.htm |
| 2012-07-18 | 8-K | 2012-07-12 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On July 12, 2012, Network Engines, Inc. (the “Company”) issued a letter of credit for $20 million with one of its largest suppliers to supplement its existing credit limit with this supplier. | a12-16488_18k.htm |
| 2012-07-13 | 8-K | 2012-07-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 9, 2012, the Compensation Committee of the Board of Directors of Network Engines, Inc. (the “Company”) approved salary increases of 3% for the following executive officers of the Company, effective July 1, 2012. | a12-16270_18k.htm |
| 2012-07-10 | 8-K | 2012-07-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 3, 2012, Network Engines, Inc. (the “Company”) received a letter from the NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company had regained compliance with NASDAQ Marketplace Rule 5450(a)(1), as the closing bid price of the Company’s common stock had been at $1.00 per share or greater for at least 10 consecutive business days. | a12-16132_18k.htm |
| 2012-06-25 | 8-K | 2012-06-22 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On June 22, 2012, Network Engines, Inc. (the “Company”) entered into the Fourth Loan Modification Agreement (the “Modification Agreement”) with Silicon Valley Bank (“SVB”). | a12-15300_18k.htm |
| 2012-06-20 | 8-K | 2012-06-18 | 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; 8.01 Other Events | 1.01 On June 18, 2012, Network Engines, Inc., a Delaware corporation (“Network Engines”), Unicom Systems, Inc., a California corporation (“Unicom”), and Unicom Sub Two, Inc., a Delaware corporation and wholly-owned subsidiary of Unicom (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Unicom will acquire all of the outstanding shares of Network Engines for $1.45 per share in cash, without interest, and pursuant to which Merger Sub will be merged with and into Network Engines with Network Engines continuing as the surviving corporation and a wholly owned subsidiary of Unicom (the “Merger”). 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 8.01 On June 19, 2012, Network Engines issued a press release announcing the transaction described in Item 1.01 above. | a12-15023_18k.htm |
| 2012-06-01 | 8-K | 2012-05-29 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 29, 2012, Network Engines, Inc. (“the Company”) received a letter from the NASDAQ Stock Market LLC (“NASDAQ”) advising that for the previous 30 consecutive business days, the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the NASDAQ Global Market pursuant to NASDAQ Marketplace Rule 5450(a)(1). | a12-13449_18k.htm |
| 2012-04-27 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, Network Engines, Inc. announced its financial results for the quarter ended March 31, 2012. | a12-10582_18k.htm |
| 2012-04-13 | 8-K | 2012-04-12 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 12, 2012, Network Engines, Inc. announced preliminary financial results for the quarter ended March 31, 2012, and preliminary guidance for its quarter ending June 30, 2012. 8.01 On April 12, 2012 Network Engines Inc. (“NEI” or the “Company”), announced that it had been notified by EMC that, as part of a strategic initiative, the integration of certain EMC standard platform products will be transitioned from system integrators. | a12-9658_18k.htm |
| 2012-04-02 | 8-K | 2012-03-28 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On March 28, 2012, Network Engines, Inc. (the “Company”) entered into the Third Loan Modification Agreement (the “Modification Agreement”) with Silicon Valley Bank (“SVB”). | a12-8532_18k.htm |
| 2012-03-21 | 8-K | 2012-03-15 | 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 15, 2012, the Compensation Committee of the Board of Directors of Network Engines, Inc. (the “Company”) approved a bonus plan for the second half of fiscal year 2012 (the “Second Half 2012 Bonus Plan”). 5.07 The 2012 Annual Meeting of Stockholders (the “Meeting”) of Network Engines, Inc. was held on March 15, 2012. | a12-7626_18k.htm |
| 2012-01-27 | 8-K | 2012-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2012, Network Engines, Inc. announced its financial results for the quarter ended December 31, 2011. | a12-3581_18k.htm |
| 2012-01-20 | 8-K | 2011-09-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 e Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | a12-3210_18k.htm |
| 2012-01-06 | 8-K | 2012-01-05 | 2.02 Results of Operations and Financial Condition | 2.02 On January 5, 2012, Network Engines, Inc. announced revised guidance for the quarter ended December 31, 2011. | a12-2183_18k.htm |