ZYNGA INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-05-26: Form 8-K; Period of report 2022-05-23; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-05-23: Form 8-K; Period of report 2022-05-21; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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 1.01.
- 2022-05-19: Form 8-K; Period of report 2022-05-19; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2022-05-09: Form 8-K; Period of report 2022-05-09; Description 2.02 Results of Operations and Financial Condition.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-05-26 | 8-K | 2022-05-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with the consummation of the Combination on May 23, 2022, the following officers of Zynga tendered their resignations, with their last day employment being July 1, 2022, except as otherwise noted: James Gerard Griffin (Chief Financial Officer), Phuong Y. Phillips (Chief Legal Officer), Amy Rawlings (Chief Accounting Officer) (last day of employment being July 15, 2022) and Jeff Ryan (Chief People Officer). | d290578d8k.htm |
| 2022-05-23 | 8-K | 2022-05-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 On May 23, 2022, in connection with the consummation of the Combination, Zynga terminated and repaid in full all outstanding obligations due under the Credit Agreement, dated as of December 11, 2020, by and among Zynga, as borrower, certain financial institutions, as lenders, and Bank of America, N.A., as administrative agent for such lenders, as amended by the First Amendment dated as of May 28, 2021 to the Credit Agreement, dated as of December 11, 2020, by and among Zynga Inc., as borrower, certain financial institutions, as lenders, and Bank of America, N.A., as administrative agent for such lenders. 2.01 On May 23, 2022, pursuant to the terms of the Merger Agreement, the Combination was consummated. 2.04 The information set forth in Item 1.01 and of this Current Report on Form 8-K is incorporated by reference. 3.01 On May 23, 2022, Zynga notified The Nasdaq Stock Market (the “NASDAQ”) of the consummation of the Merger. 3.03 The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference. 5.01 As a result of the consummation of the Merger, a change in control of Zynga occurred. 5.02 As previously announced, on May 2, 2022, Bernard Kim resigned as President of Publishing of Zynga, effective as of May 30, 2022, and is expected to remain an employee of Zynga through May 30, 2022 (such time period, the “Transition Period”), while his duties are transitioned to other members of Zynga’s management team. 5.03 Pursuant to the terms of the Merger Agreement, at the Subsequent Effective Time, the certificate of incorporation and bylaws of Zynga were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub II as in effect immediately prior to the Subsequent Effective Time, except that Article I of the certificate of incorporation of Merger Sub II was amended to provide that “The name of the corporation is Zynga Inc.”. | d303776d8k.htm |
| 2022-05-19 | 8-K | 2022-05-19 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At 8:00 a.m., Pacific Time, on May 19, 2022, Zynga Inc. (“Zynga”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of January 9, 2022, as amended (the “Merger Agreement”), by and among Zynga, Take-Two Interactive Software, Inc. (“Take-Two”), Zebra MS I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two, and Zebra MS II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two. 8.01 Under the terms of the Merger Agreement, upon the closing of the transaction, Zynga stockholders will be entitled to receive $3.50 in cash and 0.0406 shares of Take-Two’s common stock, par value $0.01 per share, for each share of Common Stock. | d307623d8k.htm |
| 2022-05-09 | 8-K | 2022-05-09 | 2.02 Results of Operations and Financial Condition | znga-8k_20220509.htm | |
| 2022-05-06 | 8-K | 2022-05-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | znga-8k_20220502.htm | |
| 2022-05-05 | 8-K | 2022-05-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 4, 2022, Zynga Inc., a Delaware corporation (“Zynga”), entered into the Second Amendment (the “Second Amendment”) to the previously announced Agreement and Plan of Merger, dated January 9, 2022 (as amended, the “Merger Agreement”), with Zebra MS I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Take-Two, Zebra MS II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Take-Two, and Take-Two Interactive Software, Inc., a Delaware corporation (“Take-Two”). | d356409d8k.htm |
| 2022-03-14 | 8-K | 2022-03-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed, on January 9, 2022, Zynga Inc. (“Zynga”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Take-Two Interactive Software, Inc. (“Take-Two”), Zebra MS I, Inc., a direct wholly owned subsidiary of Take-Two (“Merger Sub 1”), and Zebra MS II, Inc., a direct wholly owned subsidiary of Take-Two (“Merger Sub 2”) (the “Merger Agreement”). | d263223d8k.htm |
| 2022-02-09 | 8-K | 2022-02-09 | 2.02 Results of Operations and Financial Condition | znga-8k_20220209.htm | |
| 2022-01-10 | 8-K | 2022-01-09 | 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 On January 9, 2022, Zynga Inc., a Delaware corporation (“Zynga”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Take-Two Interactive Software, Inc., a Delaware corporation (“Take-Two”), Zebra MS I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two (“Merger Sub 1”), and Zebra MS II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Take-Two (“Merger Sub 2”). 5.03 On January 9, 2022, the board of directors of Zynga approved an amendment to Zynga’s bylaws to add Article XIV, Section 43 to Zynga’s bylaws, providing that (i) the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Zynga; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Zynga to Zynga or its stockholders; (c) any action asserting a claim against Zynga arising pursuant to any provision of the Delaware General Corporation Law, Zynga’s certificate of incorporation or Zynga’s bylaws; or (d) any action asserting a claim against Zynga governed by the internal affairs doctrine, and (ii) unless Zynga consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended. 8.01 On January 10, 2022, Take-Two and Zynga issued a joint press release announcing execution of the Merger Agreement. | d279813d8k.htm |