RED HAT INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-07-09: Form 8-K/A; Period of report 2019-07-09; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events; Details 1.01.
- 2019-07-09: Form 8-K; Period of report 2019-07-09; 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; 7.01 Regulation FD Disclosure; Details 2.01.
- 2019-06-20: Form 8-K; Period of report 2019-06-20; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-06-04: Form 8-K; Period of report 2019-05-31; 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 |
|---|---|---|---|---|---|
| 2019-07-09 | 8-K/A | 2019-07-09 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On October 1, 2014, in connection with the sale of the Convertible Notes, the Red Hat entered into convertible note hedge transactions and warrant transactions with certain of the initial purchasers of the Convertible Notes or their respective affiliates (the “Option Counterparties”). 2.04 The description contained under the Introductory Note above and in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 2.04. 8.01 Red Hat intends to provide notice to the Convertible Notes Trustee within three business days of its intent to effect the repurchase of the Convertible Notes in accordance with the terms of the Indenture. | eh1900896_8ka1-rh.htm |
| 2019-07-09 | 8-K | 2019-07-09 | 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; 7.01 Regulation FD Disclosure | 2.01 The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01. 3.01 The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. 3.03 The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Sohaib Abbasi, W. Steve Albrecht, Charlene T. Begley, Narendra K. Gupta, Kimberly L. Hammonds, William S. Kaiser, Kevin M. Murai, James M. Whitehurst and Alfred W. Zollar resigned from the board of directors of Red Hat. 5.03 At the Effective Time, Red Hat’s Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, and are filed herewith as Exhibits 3.1 and 3.2, respectively, to this Form 8-K and are incorporated by reference herein. 7.01 On July 9, 2019, Red Hat and IBM issued a joint press release announcing the completion of the acquisition. | eh1900894_8k-rh.htm |
| 2019-06-20 | 8-K | 2019-06-20 | 2.02 Results of Operations and Financial Condition | 2.02 On June 20, 2019, Red Hat, Inc. announced its financial results for the fiscal first quarter ended May 31, 2019. | a52002317.htm |
| 2019-06-04 | 8-K | 2019-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On May 31, 2019, Red Hat, Inc. (the “Company”) entered into an agreement with Eric Shander, EVP and Chief Financial Officer of the Company, to grant Mr. Shander a cash retention award (a “Retention Payment”) under a special bonus program created by the Company to assist in retaining key employees in the period through and after the closing (the “Closing Date”) of the transaction contemplated by the Agreement and Plan of Merger by and among International Business Machines Corporation, Socrates Acquisition Corp. and the Company, dated as of October 28, 2018. | d757599d8k.htm |
| 2019-05-21 | 8-K | 2019-05-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d749835d8k.htm | |
| 2019-03-25 | 8-K | 2019-03-25 | 2.02 Results of Operations and Financial Condition | 2.02 On March 25, 2019, Red Hat, Inc. announced its financial results for the fiscal fourth quarter and fiscal year ended February 28, 2019. | a51958812.htm |
| 2019-02-14 | 8-K/A | 2018-09-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) As previously reported in a Current Report on Form 8-K filed on September 20, 2018, the Board of Directors (the “Board”) of Red Hat, Inc. elected Kevin M. Murai to serve on the Board, effective September 17, 2018. | d692215d8ka.htm |
| 2019-01-16 | 8-K | 2019-01-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On January 16, 2019, Red Hat, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). | d668489d8k.htm |