SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
Pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934
Report date (date of first reported event): March 25, 2022
(Exact name of the declarant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File number)||ID number.)|
10900 Stonelake Blvd.., office 100, office 02-130,Austin, Texas78759
(Address of main executive offices) (Postal code)
Holder’s telephone number, including area code (805) 308-9803
(Former name or address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||
Name of each exchange
on which inscribed
|Common shares, par value $0.001||RESN||The NASDAQ Stock Market LLC|
Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:
|¨||Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)|
|¨||Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))|
Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).
Growing emerging company ¨
If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨
As previously noted in the current report on Form 8-K filed with the Securities and Exchange Commission (the “SECOND“) on February 14, 2022, Resonant Inc., a Delaware corporation (the “Company“), entered into an Agreement and a Merger Plan, dated February 14, 2022 (the “Merger Agreement“), by and between the Company, Murata Electronics North America, Inc., a Texas corporation (“Murata“), and PJ Cosmos Acquisition Company, Inc., a Delaware corporation and a wholly owned subsidiary of Murata (“Buyer“). Murata is a wholly owned subsidiary of Murata Manufacturing Co., Ltd., of Kyoto, Japan.
Pursuant to the merger agreement, the buyer has launched a cash tender offer (the “To offer“) for all outstanding common shares of the Company, par value of $0.001 per share (“Shares“), at a purchase price of $4.50 per share, net to the shareholder offering cash, without interest and less required withholding taxes (the “Amount per share“).
The offer expired one minute after 11:59 p.m. Eastern Time on March 25, 2022. Computershare Inc. and Computershare Trust Company, NA, depositary and paying agent of the offer, have given notice that effective expiration of the offer, a total of 48,005,632 Shares have been validly tendered and not validly withdrawn under the Offer (including Shares subject to guaranteed delivery procedures which have not yet been received), which, together with the Shares held by Murata and its subsidiaries controlled, represent approximately 75.57% of the outstanding Shares. Each condition of the Offer has been satisfied or waived and, on March 28, 2022, the Purchaser irrevocably accepted in payment all Shares which were validly tendered and not withdrawn.
In March On December 28, 2022, following the completion of the Offer, the Buyer merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Murata. The Merger was effected pursuant to Section 251(h) of the Delaware General Corporations Act (the “DGCL“), without a vote of the shareholders of the Company required to complete the Merger. At the effective time of the Merger (the “Effective time“), all outstanding Shares not tendered to the Offer (other than Shares held by (i) the Company, Murata or their respective subsidiaries immediately prior to the Effective Time and (ii) shareholders of the Company which have properly and validly worked out their articles of valuation rights under the DGCL) have been converted into the right to receive the amount per share on the terms and subject to the condition set forth in the merger agreement.
The above summary of the Merger Agreement and the transactions contemplated by it does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement attached as Exhibit 2.1 to the current report on Form 8-K filed by the company on February 14, 2022 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposal of Assets.
As described in the Introductory Note above, on March 28, 2022, the Purchaser irrevocably accepted in payment all the Shares validly tendered and not withdrawn under the Offer at the latest at the expiry of the Offer. In March On February 28, 2022, the Merger was completed in accordance with article 251(h) of the DGCL, without any vote of the shareholders of the Company being required to complete the Merger. Upon completion of the Merger, the Company became a wholly owned subsidiary of Murata.
The aggregate consideration paid in connection with the Offer and the Merger for all shares outstanding was approximately $289,886,769, which was funded from Murata’s cash on hand.
The information contained in the introductory memorandum to this current report on Form 8-K is incorporated by reference in this Section 2.01.
Section 3.01 Notice of Cancellation or Non-Compliance with a Rule or Standard for Maintaining Listing; transfer of registration.
In connection with the completion of the Merger, the Company (i) has notified the Nasdaq Stock Market LLC (“Nasdaq“) of the completion of the Merger and (ii) requested that Nasdaq(x) halt and suspend trading in the Shares at the close of business on March 25 2022 and (y) file with the SEC a notice of delisting and/or registration on Form 25 to delist and cancel the registration of the shares pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange LawIn addition, the company intends to file with the SEC a certification and notice of termination of registration on Form 15 under the Exchange Act, requesting that the company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended and the Common Shares to be delisted under Section 12(b) of the Exchange Act, at such time as such filing is permitted under the SEC rules.
Section 3.03 Material Change in Rights of Securityholders.
The information set forth in the introductory note and under Sections 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Section 3.03.
Section 5.01 Changes in Control of Holder.
Following the Buyer’s acceptance of payment for all Shares which have been validly tendered and not validly withdrawn pursuant to the Offer, a change of control of the Company has occurred.
The information set forth in the introductory note and under Sections 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Section 5.01.
Item 5.02 Departure of directors or principal officers; Election of directors; Appointment of key management.
On March 28, 2022, as part of the Merger, Rubén Caballero, Michael J. Fox, George B. Holmes, Alan B. Howe, Jack H. Jacobs, Joshua Jacobs, Jean F. Rankin and Robert Tirva each resigned from their his position as a member of the board of directors of the Company, with immediate effect. These departures were not the result of disagreements with the Company on any matter relating to the Company’s business, policies or practices. On March 28, 2022, Masanori Minamide, David Kirk and Takaki Murata were appointed directors of the Company, effective immediately. Takaki Murata is currently acting general manager of pSemi. He has held various other positions with Murata and its subsidiaries, including Director of RF Device Division, Module Business Unit from 2020. The qualifications, including career paths and work backgrounds, of Masanori Minamide and David Kirk set forth in Exhibit I to Exhibit (a)(1)(A) of the Exhibit TO Tender Offer Statement filed by Murata and the Buyer with the SEC on February 28, 2022 ( as amended or supplemented from time to time, the “TO schedule“), are incorporated by reference into this Section 5.02.
On March 28, 2022, the Company’s Board of Directors each removed George B. Holmes, Martin McDermut, Lisa Wolf and Clint Brown from their respective positions as Chief Executive Officer and President, Chief Financial Officer and Corporate Secretary. , Chief Accounting Officer, and Senior Vice President, Sales and Marketing of the Company. Immediately after this dismissal, the company’s board of directors appointed Takaki Murata as general manager and Kohei Tominaga as treasurer. The qualifications, including work and employment history, of Kohei Tominaga set forth in Attachment I to Exhibit (a)(1)(A) to Attachment TO are incorporated by reference into this Section 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; change of fiscal year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Certificate of Incorporation and Articles of the Company have each been amended and restated in their entirety. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Articles are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
* The Company will additionally provide a copy of any schedule or omitted exhibit to the SEC upon request; provided, however, that the Company may claim confidentiality pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
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 duly authorized undersigned.
Date: March 28, 2022
/s/ Takaki Murata
Name: Takaki Murata
Title: Chairman and CEO