VERENIUM CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-10-31: Form 8-K; Period of report 2013-10-31; 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; Details 2.01.
- 2013-09-23: Form 8-K; Period of report 2013-09-19; Description 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; Details 1.01.
- 2013-08-07: Form 8-K; Period of report 2013-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2013-08-06: Form 8-K; Period of report 2013-08-01; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-10-31 | 8-K | 2013-10-31 | 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 | 2.01 As previously disclosed, on September 19, 2013, Verenium Corporation, a Delaware corporation (“Verenium”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BASF Corporation, a Delaware corporation (“BASF”), and Pastinaca Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of BASF (“Purchaser”). 3.01 As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated herein by reference, Verenium requested that the Shares be withdrawn from listing on The NASDAQ Global Select Market as of the close of market on October 31, 2013. 3.03 As a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares then held by BASF, Purchaser or any other wholly owned subsidiary of BASF, all of which were canceled and retired, and (ii) Shares that were held by stockholders of Verenium who properly exercise their appraisal rights under Section 262 of the DGCL, was converted automatically into the right to receive an amount of cash equal to the Offer Price, without interest (less any required withholding taxes). 5.01 As a result of the completion of the Offer, a change of control of Verenium occurred. 5.02 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time on October 31, 2013, each of Dr. James Cavanaugh, John Dee, Peter Johnson, Dr. Fernand Kaufmann, James Levine, Holger Liepmann, Joshua Ruch and Cheryl Wenzinger resigned from the Board of Directors, and any committee thereof, of Verenium. 5.03 The Amended Charter and the Amended Bylaws are attached hereto as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference. | a13-21459_78k.htm |
| 2013-09-23 | 8-K | 2013-09-19 | 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 Concurrently with the execution and delivery of the Merger Agreement, on September 19, 2013, certain executive officers of the Company entered into substitute award agreements (the “Substitute Award Agreements”) with the Company and Parent, pursuant to which each executive officer agreed, among other things, that the Vested Options held by such executive officer will not be cancelled in exchange for the Vested Option Consideration until the third (3rd) business day after the Purchase Time, provided that such executive officer has not voluntarily terminated service prior to such day. | d599246d8k.htm |
| 2013-08-07 | 8-K | 2013-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2013 Verenium Corporation (the “Company”) issued a press release announcing the Company’s financial results for the second quarter ended June 30, 2013. | d579888d8k.htm |
| 2013-08-06 | 8-K | 2013-08-01 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 1, 2013, the Board of Directors of Verenium Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective August 1, 2013, to add a forum selection provision for the adjudication of certain disputes. | d579398d8k.htm |
| 2013-08-06 | 8-K/A | 2013-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say on pay votes held at the Annual Meeting, 2,625,596 shares were voted in favor of holding say on pay votes every year, 19,043 shares were voted in favor of holding say on pay votes every two years and 667,072 shares were voted in favor of holding say on pay votes every three years. | d579388d8ka.htm |
| 2013-06-19 | 8-K | 2013-06-14 | 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 In February 2013, our Board of Directors adopted, subject to stockholder approval, an amendment to the Verenium Corporation 2010 Equity Incentive Plan (the “Plan”) to increase the aggregate number of shares authorized for issuance under the Plan by 1,800,000. 5.07 The Annual Meeting was held on June 14, 2013. | d556241d8k.htm |
| 2013-05-09 | 8-K | 2013-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2013 Verenium Corporation (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2013. | d536141d8k.htm |
| 2013-03-27 | 8-K | 2013-03-27 | 2.02 Results of Operations and Financial Condition | 2.02 On March 27, 2013 Verenium Corporation (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and twelve months ended December 31, 2012. | d511010d8k.htm |
| 2013-03-14 | 8-K | 2013-03-14 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.02 On March 14, 2013, Verenium Corporation (the “Company”) issued a press release announcing certain preliminary financial results for its year ended December 31, 2012. 4.02 (a) During the preparation process for the Company’s 2012 Annual Report on Form 10-K, an error was identified in the Company’s previously audited consolidated financial statements for the year ended December 31, 2011 and the Company’s previously issued unaudited consolidated interim financial statements for the quarterly periods ended June 30, 2011, September 30, 2011, March 31, 2012, June 30, 2012, and September 30, 2012 (collectively, the “Relevant Periods”) related to the Company’s accounting for its facility lease at 3550 John Hopkins Court in San Diego, CA (the “Lease”). | d502829d8k.htm |
| 2013-02-26 | 8-K | 2013-02-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On February 21, 2013, Michael Zak notified us that he was resigning as a member of our Board of Directors, effective March 31, 2013. | d491334d8k.htm |