ZIX CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-12-23: Form 8-K; Period of report 2021-12-23; 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; 7.01 Regulation FD Disclosure; Details 1.02.
- 2021-11-09: Form 8-K; Period of report 2021-11-07; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 1.01.
- 2021-08-05: Form 8-K; Period of report 2021-08-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2021-06-11: Form 8-K; Period of report 2021-06-09; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-12-23 | 8-K | 2021-12-23 | 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; 7.01 Regulation FD Disclosure | 1.02 In connection with the completion of the Merger (as defined below), on December 23, 2021, Zix Corporation, a Texas corporation (“Zix” or the “Company”) terminated its credit agreement (the “Credit Agreement”), dated February 20, 2019, with Truist Bank, successor by merger to SunTrust Bank, as administrative agent, collateral agent, issuing bank and swing line lender and certain other lenders. 2.01 As previously announced, on November 7, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”) and, by joinder, Zeta Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of OpenText (“Merger Sub”). 3.01 As a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, the Company no longer fulfills the numerical listing requirements of Nasdaq. 3.03 The information set forth or incorporated by reference in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the completion of the Offer, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement and effective as of the Effective Time on December 23, 2021, David J. Wagner, Mark J. Bonney, Maryclaire Campbell, Taher A. Elgamal, James H. Greene, Jr., Robert C. Hausmann, Maribess L. Miller and Brandon Van Buren resigned as members of the Company’s Board of Directors and Gordon A. Davies and Madhu Ranganathan, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety, effective as of the Effective Time. 7.01 On December 23, 2021, OpenText issued a press release (the “Press Release”) regarding the matters described in this Current Report on Form 8-K. A copy of the Press Release was filed as Exhibit (a)(5)(N) to Amendment 4 to the Schedule TO filed by OpenText on December 23, 2021. | d260308d8k.htm |
| 2021-11-09 | 8-K | 2021-11-07 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 On November 7, 2021, Zix Corporation, a Texas corporation (“Zix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Open Text Corporation, a Canadian corporation (“OpenText”). 2.02 On November 8, 2021, Zix issued a press release announcing financial results for the third quarter ending September 30, 2021. 3.03 The disclosure set forth under “Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 3.03. 8.01 On November 8, 2021, Zix issued a press release announcing the execution of the Merger Agreement. | d253566d8k.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, Zix Corporation issued a press release announcing financial results for the second quarter ending June 30, 2021. | d200217d8k.htm |
| 2021-06-11 | 8-K | 2021-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held its annual meeting of shareholders on June 9, 2021. | d141834d8k.htm |
| 2021-06-04 | 8-K | 2021-06-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 1, 2021, the Board of Directors of Zix Corporation (“Zix” or the “Company”) appointed Shirley Devlin-Lebow to the position of Chief Accounting Officer of Zix. | d20068d8k.htm |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2021, Zix Corporation issued a press release announcing financial results for the first quarter ending March 31, 2021. | d234523d8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2021, Zix issued a press release announcing financial results for the fourth quarter and full year ending December 31, 2020. | d131634d8k.htm |