SAUER DANFOSS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-04-17: Form 8-K; Period of report 2013-04-12; 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; 5.02 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.
- 2013-03-05: Form 8-K; Period of report 2013-03-01; Description 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
- 2013-02-20: Form 8-K; Period of report 2013-02-20; Description 2.02 Results of Operations and Financial Condition.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-04-17 | 8-K | 2013-04-12 | 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; 5.02 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, on March 1, 2013, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danfoss A/S, a corporation organized under the laws of Denmark (“Danfoss”), and Danfoss Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Danfoss (“Merger Sub”). 3.01 On April 12, 2013, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that trading of the Company Common Stock on the NYSE be suspended. 3.03 At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than (A) shares of Company Common Stock held in the treasury of the Company or owned by Merger Sub, Parent or any wholly owned subsidiary of Parent or the Company, in each case immediately prior to the Effective Time, and (B) any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL, were canceled and converted into the right to receive in cash an amount per share equal to the Offer Price, without interest and less any required withholding tax (the “Merger Consideration”). 5.02 On April 12, 2013 effective upon the consummation of the Merger, each of the following members of the Company’s Board of Directors (the “Board”) resigned from the Board: Eric Alstrom, Niels B. Christiansen, Jørgen M. Clausen, Kim Fausing, Richard J. Freeland, Per Have, William E. Hoover, Jr., Johannes F. Kirchhoff, Anders Stahlschmidt, and Steven H. Wood. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the Company’s amended and restated certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to conform to Exhibit B of the Merger Agreement (the “New Certificate of Incorporation”). | a13-10296_18k.htm |
| 2013-03-05 | 8-K | 2013-03-01 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On March 1, 2013, Sauer-Danfoss Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danfoss A/S (“Parent”), a corporation organized under the laws of Denmark, and Danfoss Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 3.01 If the Merger is consummated, the common stock of the Company will be delisted from the New York Stock Exchange and will cease to be registered under the Securities Exchange Act of 1934, as amended. 3.02 In connection with the Company’s entry into the Merger Agreement, the Company granted to Merger Sub the Top-Up which, under certain circumstances, would permit Merger Sub to purchase a number of shares of Company Common Stock, at a price per share equal to the Offer Price, that would result in the satisfaction of the 90% Requirement. 8.01 On March 1, 2013, the Company and Parent issued a joint press release announcing that they had entered into the Merger Agreement and the declaration of a first quarter dividend of $0.35 per share of Company Common Stock. | a13-6564_18k.htm |
| 2013-02-20 | 8-K | 2013-02-20 | 2.02 Results of Operations and Financial Condition | a20124q8k.htm |