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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mirion Technologies Inc | NYSE:MIR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.61 | 0 | 12:00:08 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 19, 2021
Mirion Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-39352 | 83-0974996 | ||
(State or Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1218 Menlo Drive Atlanta, Georgia 30318 |
(Address of Principal Executive Offices) |
(770) 432-2744
(Registrant’s telephone number, including area code)
GS Acquisition Holdings Corp II 200 West Street New York, New York 10282 |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Class A common stock, $0.0001 par value per share | MIR | New York Stock Exchange | ||
Redeemable warrants to purchase Class A common stock | MIRW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On October 25, 2021, Mirion Technologies, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.07, 8.01 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to the Original Report (this “Amendment No. 1”) is being filed to amend the Original Report to include additional matters related to the Transactions under Items 3.03, 5.03, 5.05 and 5.06 of Form 8-K.
Capitalized terms used herein but not defined herein have the meanings given to such terms in the Original Report.
Item 3.03 Material Modification to Rights of Security Holders.
On the Closing Date, in connection with the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Amended & Restated Certificate of Incorporation and the general effect upon the rights of holders of the Company’s capital stock are described in the section of the Proxy Statement entitled “Proposal No. 3-The Charter Proposal” beginning on page 215, which information is incorporated herein by reference. A copy of the Amended & Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
In addition, in connection with the consummation of the Business Combination, the Company also amended and restated its bylaws. A copy of the Amended and Restated Bylaws is included as Exhibit 3.2 to this Current Report and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report is incorporated herein by reference.
In addition, on October 20, 2021, the Board of Directors determined to change Mirion’s fiscal year end from June 30 of each year to December 31 of each year. The determination was made to align Mirion’s fiscal year end with GSAH’s fiscal year end.
Item 5.05 Amendments to the Registrant’s Code of Ethics.
On October 20, 2021 the Board approved and adopted the Code of Ethics and Business Conduct of the Company, which is included as Exhibit 14.1 to this Current Report and is incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, the Company ceased being a shell company. The material terms of the Business Combination are described in the section of the Proxy Statement entitled “Proposal No. 1—Approval of the Business Combination” beginning on page 165, which is incorporated herein by reference. In addition, the information set forth in Item 2.01 of the Original Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
3
4
* |
Filed herewith. |
^ |
Indicates management contract or compensatory plan. |
5
SIGNATURE
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.
Date: October 25, 2021
Mirion Technologies, Inc. | ||
By: |
/s/ Brian Schopfer |
|
Name: | Brian Schopfer | |
Title: | Chief Financial Officer |
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