VITESSE SEMICONDUCTOR CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-04-28: Form 8-K; Period of report 2015-04-27; Description 1.02 Termination of a Material Definitive Agreement; 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 1.02.
- 2015-03-18: Form 8-K; Period of report 2015-03-17; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2015-03-02: Form 8-K; Period of report 2015-02-26; Description 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; Details 5.02.
- 2015-02-26: Form 8-K; Period of report 2015-02-26; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-04-28 | 8-K | 2015-04-27 | 1.02 Termination of a Material Definitive Agreement; 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 | 1.02 On April 28, 2015, the Company repaid in full all indebtedness and other amounts outstanding and owing under that certain Loan Agreement entered into on August 23, 2007, as amended on each of October 16, 2009, February 4, 2011 and November 5, 2013, by and among the Company, the lenders from time to time party thereto, and Whitebox VSC Ltd., as one of the lenders and as agent for the lenders (the “Loan Agreement”). 2.01 The Offer and withdrawal rights expired at 12:00 midnight New York City time at the end of April 27, 2015. 3.01 On April 28, 2015, in connection with the consummation of the Merger, the Company notified NASDAQ Global Market (“NASDAQ”) of its intent to remove the Company Shares from listing on NASDAQ and requested that NASDAQ file a delisting application with the SEC to delist and deregister the Company Shares. 3.03 At the Effective Time, each Company Share outstanding (other than Company Shares directly owned by the Company and its subsidiaries, Parent or Purchaser, which were canceled and cease to exist and Company Shares held by stockholders that are entitled to and properly demand appraisal of such Company Shares under the DGCL) was converted into the right to receive $5.28, net to the selling stockholder in cash, without interest and less any required withholding taxes. 5.01 As a result of Purchaser’s acceptance for payment of all Company Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger under Section 251(h) of the DGCL on April 28, 2015, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement, the directors of Purchaser immediately prior to the Effective Time, which consisted of Steven G. Litchfield and Paul Pickle, remained the only directors of the Company immediately after the Effective Time. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. | d916417d8k.htm |
| 2015-03-18 | 8-K | 2015-03-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 18, 2015, Vitesse and Microsemi issued a joint press release relating to the Merger Agreement. | a15-7076_18k.htm |
| 2015-03-02 | 8-K | 2015-02-26 | 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 On February 26, 2015, we adopted the Vitesse Semiconductor Corporation 2015 Incentive Plan (the “2015 Incentive Plan”), pursuant to the approval of the plan by our stockholders at the 2015 annual meeting of stockholders held on February 26, 2015. 5.07 On February 26, 2015, Vitesse Semiconductor Corporation held its 2015 annual meeting of stockholders in Westlake Village, California. | form8-k2x26x152015annualsh.htm |
| 2015-02-26 | 8-K | 2015-02-26 | 7.01 Regulation FD Disclosure | 7.01 On February 26, 2015, Christopher R. Gardner, Chief Executive Officer of Vitesse Semiconductor Corporation, will make a presentation to stockholders at the 2015 annual meeting of stockholders. | a15-5321_18k.htm |
| 2015-02-03 | 8-K | 2015-02-03 | 2.02 Results of Operations and Financial Condition | 2.02 On February 3, 2015, Vitesse Semiconductor Corporation (the “Company”) issued a press release reporting its financial results for the quarter ended December 31, 2014. | form8-k020315.htm |