SAJAN INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-07-20: Form 8-K; Period of report 2017-07-19; 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; 8.01 Other Events; Details 2.01.
- 2017-04-26: Form 8-K; Period of report 2017-04-25; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2017-04-14: Form 8-K; Period of report 2017-04-12; 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.
- 2017-02-10: Form 8-K; Period of report 2017-02-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-07-20 | 8-K | 2017-07-19 | 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; 8.01 Other Events | 2.01 On July 19, 2017, the acquisition of Sajan, Inc., a Delaware corporation (the “Company”), by Amplexor USA Inc., a Delaware corporation (“Buyer”), was consummated pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of April 25, 2017 (the “Merger Agreement”), by and among the Company, Buyer, and Amplexor Falcon, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”). 3.01 On July 19, 2017, the Company notified The NASDAQ Stock Market (“NASDAQ”) of the effectiveness of the Merger. 3.03 At the effective time of the Merger, stockholders of the Company immediately prior to the completion of the Merger ceased to have any rights as stockholders of the Company other than the right to receive the merger consideration in accordance with the Merger Agreement. 5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 In connection with the Merger, all directors and officers of the Company resigned from their respective positions as directors and/or officers of the Company and each of its subsidiaries and affiliated entities effective as of the effective time of the Merger. 5.03 At the effective time of the Merger, (i) the Company’s certificate of incorporation was amended and restated in accordance with the Merger Agreement and (ii) the bylaws of Merger Sub in effect immediately prior to the effective time of the Merger became the bylaws of the Company. 5.07 On July 19, 2017, the Company held a special meeting of stockholders, at which stockholders of the Company were asked to consider and vote on (1) a proposal to approve and adopt the Merger Agreement and approve the Merger and (2) a proposal to approve, on a non-binding and advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. 8.01 On July 19, 2017, the Company issued a press release announcing that it consummated the Merger. | v471056_8k.htm |
| 2017-04-26 | 8-K | 2017-04-25 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 25, 2017, Sajan, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amplexor USA Inc., a Delaware corporation (“Buyer”), and Amplexor Falcon, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”). 8.01 On April 26, 2017, the Company issued a press release announcing that it entered into the Merger Agreement. | v465201_8k.htm |
| 2017-04-14 | 8-K | 2017-04-12 | 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 set forth in Item 1.01 above is incorporated herein by reference. | v464165_8k.htm |
| 2017-02-10 | 8-K | 2017-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2017, Sajan, Inc. (“the Company”) issued a press release in which it reported the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2016. | v458845_8k.htm |