Advertisement
Screener

ZAGG INC Form 8-K: Current report

ZAGG INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2021-02-22: Form 8-K; Period of report 2021-02-22; 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.
  • 2021-02-19: Form 8-K; Period of report 2021-02-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
  • 2021-02-16: Form 8-K; Period of report 2021-02-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2021-02-09: Form 8-K; Period of report 2021-02-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2021-02-228-K2021-02-222.01 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 Events2.01 The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into this Item 2.01.
3.01 In connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (the “NASDAQ”) suspend trading of Company Common Stock on the Closing Date, remove Company Common Stock from listing and file a Form 25 with the SEC to report the delisting of Company Common Stock from NASDAQ.
3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01, and 5.03 is incorporated herein by reference into this Item 3.03.
5.01 As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent.
5.02 In connection with the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to the Effective Time (other than Chris Ahern) ceased to be directors of the Company at the Effective Time and Daniel Allen and Matthew Sevick became directors of the Company.
5.03 As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1.
8.01 On February 22, 2021, the Company issued a press release announcing the closing of the Merger.
zagg-20210222.htm
2021-02-198-K2021-02-185.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 ZAGG Inc (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on February 18, 2021.
8.01 On February 18, 2021, the Company issued a press release announcing the stockholder approval of the Merger Agreement at the Special Meeting.
zagg-20210218.htm
2021-02-168-K2021-02-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On February 13, 2021, the Board of Directors of ZAGG Inc (the “Company”) approved the adoption of Amendment No. 2 to the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), which became effective immediately.zagg-20210213.htm
2021-02-098-K2021-02-091.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.nc10018214x3_8k.htm
2021-01-048-K2020-12-315.01 Changes in Control of Registrantzagg-20201231.htm