INTERSECTIONS INC files 8-K

INTERSECTIONS INC revealed 8-K form on January 14, 2019.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

business on January 11, 2019 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file a certification on Form 15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended. Item 3.02 Unregistered Sales of Equity Securities. On January 11, 2019, in accordance with their terms, immediately prior to the Effective Time, the principal and unpaid interest in respect of the Notes issued pursuant to the Note Purchase Agreement were converted into an aggregate of 15,005,435 shares of Common Stock, and the Notes were cancelled, in each case pursuant to the terms and conditions set forth in the Note Purchase Agreement. The shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, as amended. Item 3.03 Material Modification to Rights of Security Holders. The information disclosed in the Introductory Note and under Item 2.01, Item 3.01, and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.01 Changes in Control of Registrant. As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 11, 2019, a change in control of the Company occurred and the Company now is a wholly-owned subsidiary of Parent. The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In connection with the Merger, at the Effective Time, (a) each of the directors of the Company (John M. Albertine, Thomas G. Amato, Bruce M. Lev, David A. McGough, Melvin R. Seiler, Michael R. Stanfield) resigned as directors of the Company and its subsidiaries, as applicable; (b) Hari Ravichandran, Hamed Saeed and Blake Cunneen became the directors of the Company following the Effective Time; and (c) Hari Ravichandran, Melba M. Amissi, Duane L. Berlin, Ronald L. Barden and Tracy M. Ward became the officers of the Company following the Effective Time. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety, and Merger Sub’s bylaws became the bylaws of the Company (provided, all references therein to Merger Sub became references to the Company). Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference. Item 8.01 Other Events. On January 7, 2019, WC SACD issued a press release relating to the expiration of the Offer, and, on January 11, 2019, WC SACD issued a press release relating to the consummation of the Merger. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

business on January 11, 2019 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file a certification on Form 15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

On January 11, 2019, in accordance with their terms, immediately prior to the Effective Time, the principal and unpaid interest in respect of the Notes issued pursuant to the Note Purchase Agreement were converted into an aggregate of 15,005,435 shares of Common Stock, and the Notes were cancelled, in each case pursuant to the terms and conditions set forth in the Note Purchase Agreement. The shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, as amended.

The information disclosed in the Introductory Note and under Item 2.01, Item 3.01, and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 11, 2019, a change in control of the Company occurred and the Company now is a wholly-owned subsidiary of Parent.

The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

In connection with the Merger, at the Effective Time, (a) each of the directors of the Company (John M. Albertine, Thomas G. Amato, Bruce M. Lev, David A. McGough, Melvin R. Seiler, Michael R. Stanfield) resigned as directors of the Company and its subsidiaries, as applicable; (b) Hari Ravichandran, Hamed Saeed and Blake Cunneen became the directors of the Company following the Effective Time; and (c) Hari Ravichandran, Melba M. Amissi, Duane L. Berlin, Ronald L. Barden and Tracy M. Ward became the officers of the Company following the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety, and Merger Sub’s bylaws became the bylaws of the Company (provided, all references therein to Merger Sub became references to the Company). Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.

On January 7, 2019, WC SACD issued a press release relating to the expiration of the Offer, and, on January 11, 2019, WC SACD issued a press release relating to the consummation of the Merger. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(adsbygoogle = window.adsbygoogle || []).push({});

Receive News & Ratings Via Email - Enter your email address below to receive a concise daily summary of the latest news and analysts' ratings with our FREE daily email newsletter.