ULTRATECH INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-05-26: Form 8-K; Period of report 2017-05-26; 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; 8.01 Other Events; Details 2.01.
- 2017-05-25: Form 8-K; Period of report 2017-05-25; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2017-04-20: Form 8-K; Period of report 2017-04-20; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-02-21: Form 8-K; Period of report 2017-02-17; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-05-26 | 8-K | 2017-05-26 | 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 | 2.01 As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Ultratech, Inc., a Delaware corporation (the “Company”) on February 3, 2017, the Company, Veeco Instruments Inc., a Delaware corporation (“Veeco”) and Ulysses Acquisition Subsidiary Corp., a Delaware corporation and a wholly owned subsidiary of Veeco (“Merger Subsidiary”), entered into an Agreement and Plan of Merger, dated February 2, 2017 (the “Merger Agreement”). 3.01 On May 26, 2017 in connection with the consummation of the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to remove the shares of Company Common Stock from listing on NASDAQ and requested that NASDAQ suspend trading of the Company Common Stock and file a delisting application with the SEC to delist and deregister the shares of Company Common Stock. 3.03 At the Effective Time, each share of Company Common Stock outstanding, other than shares of Company Common Stock owned by Veeco or Merger Subsidiary and shares of treasury stock held by the Company, was cancelled and converted into the right to receive the Merger Consideration. 5.01 As a result of the consummation of the Merger, on May 26, 2017, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors were removed and the directors of Merger Subsidiary immediately prior to the Effective Time, which consisted of John R. Peeler and Shubham Maheshwari, became the only directors of the Company as of immediately after the Effective Time. 5.03 In connection with the consummation of the Merger, the Company’s certificate of incorporation and bylaws were amended and restated to be the certificate of incorporation and the bylaws, respectively, of Merger Subsidiary in effect immediately prior to the effective time. 8.01 On May 26, 2017, Veeco issued a press release announcing the consummation of the Merger. | a17-14168_38k.htm |
| 2017-05-25 | 8-K | 2017-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 25, 2017, Ultratech, Inc., a Delaware corporation (the “Company”), held a special meeting of the Company’s stockholders in Menlo Park, California (the “Special Meeting”). | a17-14168_28k.htm |
| 2017-04-20 | 8-K | 2017-04-20 | 2.02 Results of Operations and Financial Condition | 2.02 On April 20, 2017, Ultratech, Inc. (the “Registrant”) issued a press release to report its financial results for its first quarter ended April 1, 2017. | a51543752.htm |
| 2017-02-21 | 8-K | 2017-02-17 | 8.01 Other Events | 8.01 On February 21, 2017, Ultratech, Inc., a Delaware corporation (the “Company”), and Veeco Instruments Inc., a Delaware corporation (“Veeco”), issued a joint press release announcing that the Company received notice from the U.S. Federal Trade Commission on February 17, 2017 that it had granted early termination, effective immediately, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), for the pending acquisition of the Company by Veeco (the “Merger”) pursuant to the Agreement and Plan of Merger, dated February 2, 2017, among the Company, Veeco, and Ulysses Acquisition Subsidiary Corp., a Delaware corporation and a wholly-owned subsidiary of Veeco (the “Merger Agreement”). | d332994d8k.htm |
| 2017-02-03 | 8-K | 2017-02-02 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On February 2, 2017, the Board approved and adopted an amendment to the Amended and Restated Bylaws (the “Bylaw Amendment”). 8.01 On February 2, 2017, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. | d343738d8k.htm |
| 2017-02-02 | 8-K | 2017-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 On February 2, 2017, Ultratech, Inc. (“the Registrant”) issued a press release to report its financial results for its fourth quarter and year-ended December 31, 2016. | a51504056.htm |