The disclosure regarding the Merger and the Merger Agreement set forth under Item 5.01 on this Current Report on Form8-K is incorporated by reference into this Item 2.01.
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 1, 2018, the Company notified Nasdaq that the Merger had been completed and requested that trading in the Xcerra Common Stock on Nasdaq be suspended effective prior to the opening of business on October 1, 2018. The Company also requested that Nasdaq file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Xcerra Common Stock from Nasdaq.
The Company intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as promptly as practicable. The information set forth under Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.01.
| ITEM 3.03 | Material Modification to Rights of Security Holders. |
As disclosed under Item 2.01 of this Current Report on Form8-K, as of the Effective Time, all issued and outstanding shares of Xcerra Common Stock (other than the Excluded Shares) were automatically cancelled and converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Xcerra Common Stock (other than Excluded Shares) ceased to have any rights with respect thereto other than the right to receive the Merger Consideration.
| ITEM 5.01 | Changes in Control of Registrant. |
Pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, a change in control of the Company occurred and the Company is now a subsidiary of Cohu. The disclosure regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form8-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 accordance with the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the initial directors of the Surviving Corporation, each to hold office in accordance with the articles of organization and bylaws of the Surviving Corporation until their resignation or removal or until their respective successors are duly elected or appointed and qualified, whichever is earlier. Additionally, at the Effective Time, the officers of the Company immediately prior to the Effective Time became the initial officers of the Surviving Corporation, each to hold office in accordance with the articles of organization and bylaws of the Surviving Corporation until their resignation or removal or until their respective successors are duly appointed, whichever is earlier.
On October 1, 2018, in connection with the consummation of the Merger, each of Roger G. Blethen, David G. Tacelli, Mark S. Ain, Roger J. Maggs, Jorge Titinger and Bruce R. Wright ceased to be directors of the Company.
On October 1, 2018, in connection with the consummation of the Merger, each of Jeffrey D. Jones, Luis A. Müller and Thomas D. Kampfer became directors of the Company.
On October 1, 2018, (i) David G. Tacelli, the Company’s President and Chief Executive Officer, resigned from his position as an officer of the Company and (ii) Mark J. Gallenberger, the Company’s Chief Operating Officer and Chief Financial Officer, resigned from his position as an officer of the Company.
