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| VIGN > SEC Filings for VIGN > Form 8-K on 22-Jul-2009 | All Recent SEC Filings |
22-Jul-2009
Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure
The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.
As a result of the Merger, Vignette no longer fulfills the numerical listing requirements of the Nasdaq Global Select Market ("Nasdaq"). Accordingly, following completion of the Merger, Vignette notified Nasdaq and requested that Nasdaq (i) withdraw the Vignette common stock from listing on Nasdaq prior to the open of trading on July 22, 2009 and (ii) file with the SEC an application on Form 25 to report that the Vignette common stock is no longer listed on Nasdaq. As a result, the Vignette common stock will no longer be listed on Nasdaq. Vignette will also file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting that the Vignette common stock be deregistered and that Vignette's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
As a result of the consummation of the Merger on July 21, 2009, each outstanding share of Vignette common stock was converted into the right to receive the Merger Consideration.
The information set forth in the Introduction above and Item 5.01 below is incorporated herein by reference.
To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.
In connection with the consummation of the Merger and in accordance with the Merger Agreement, the directors of Vignette resigned from their positions as directors of Vignette, effective as of the effective time of the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger, Vignette's certificate of incorporation was amended and restated in its entirety to be identical to the certificate of incorporation of Open Text, as in effect immediately prior to the effective time of the Merger (except that the name of the surviving corporation set forth therein is "Vignette Corporation"), and such amended and restated certificate of incorporation became the certificate of incorporation of the surviving corporation.
Pursuant to the Merger Agreement, at the effective time of the Merger, the bylaws of Open Text, as in effect immediately prior to the effective time of the Merger, became the bylaws of the surviving corporation.
Closing of the Merger
On July 21, 2009, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Vignette, with Vignette being the surviving corporation and a wholly-owned subsidiary of Open Text. On July 21, 2009, Open Text issued a press release announcing the closing of the Merger.
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