Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously publicly disclosed, on November 5, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Imagination Technologies Group plc (“Imagination Technologies”) and Imagination Acquisition Sub, Inc., an indirect wholly owned subsidiary of Imagination Technologies (“Acquisition Sub”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 9, 2012, and as further amended by Amendment No. 2 to the Agreement and Plan of Merger, dated as of December 16, 2012. The Company’s stockholders approved and adopted the Merger Agreement on February 6, 2013. On February 7, 2013, immediately following the consummation of the Patent Sale described in Item 2.01 of this Current Report on Form 8-K and upon the terms and subject to the conditions of the Merger Agreement, Acquisition Sub was merged with and into the Company, and the Company, as the surviving corporation in the Merger, became a wholly owned subsidiary of Imagination Technologies (the “Merger”).
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock, other than treasury shares, shares held by Imagination Technologies, Acquisition Sub or any wholly owned subsidiary of the Company and shares held by stockholders who perfected their appraisal rights in accordance with the General Corporation Law of the State of Delaware, were, after giving effect to the Recapitalization described in Item 3.03 below, converted into the right to receive $8.01 in cash, without interest and less any applicable withholding taxes.
As a result of the Merger, the Company no longer fulfills the numerical listing requirements of The NASDAQ Global Select Market (“NASDAQ”), and at the close of business on February 7, 2013, the Company’s common stock ceased trading on NASDAQ. Also on February 7, 2013, at the Company’s request, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, or Form 25, to delist the Company’s common stock from NASDAQ and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects to file with the SEC a Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934, or Form 15, whereupon the Company’s reporting obligations under Sections 13 and 15 of the Exchange Act will be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
As previously publicly disclosed, the Company’s stockholders adopted and approved the certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) on February 6, 2013, and on February 7, 2013, immediately prior to consummating the Merger, such Certificate of Amendment was filed with the Secretary of State of the State of Delaware. The Certificate of Amendment will distribute the proceeds from the Patent Sale Agreement and all cash on hand, less $99,700,000 to the Company’s stockholders. Pursuant to the Certificate of Amendment, each stockholder of the Company will receive $6.21 in cash, without interest and less any applicable withholding taxes, and 0.226276 shares of MIPS Technologies’ common stock for each share of MIPS Technologies common stock that each stockholder of the Company owned at the time of filing of the Certificate of Amendment (the “Recapitalization”).
At the effective time of the Merger on February 7, 2013 and pursuant thereto, the Company’s Amended and Restated Certificate of Incorporation, as amended according to the Certificate of Amendment above, was further amended to read in its entirety as the certificate of incorporation of Acquisition Sub in effect immediately prior to the effective time, except that the name of the company set forth therein is “MIPS Technologies, Inc.” (the “Amended Certificate of Incorporation”). The Amended Certificate of Incorporation reflects, among other things, changes to authorized common stock of the Company and removes authority to issue preferred stock of the Company.
Also, pursuant to the Merger Agreement, at the effective time of the Merger on February 7, 2013, the bylaws of Acquisition Sub, as in effect immediately prior to the effective time, became the bylaws of the Company, as the surviving corporation in the Merger (the “Amended Bylaws”).
The foregoing descriptions of the Certificate of Amendment, Amended Certificate of Incorporation and Amended Bylaws are not complete and are subject to and qualified in their entirety by reference to the Certificate of Amendment, Amended Certificate of Incorporation and Amended Bylaws, copies of which are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, hereto and are incorporated herein by reference.