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TNIX > SEC Filings for TNIX > Form 8-K on 30-Aug-2013All Recent SEC Filings

Show all filings for TELANETIX,INC



Material Modification to Rights of Security Holders, Change in Directors or Princip

Item 3.03 Material Modification to Rights of Security Holders

As disclosed in a Form 8-K filed with the Securities and Exchange Commission on January 22, 2013, Telanetix, Inc., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") on January 18, 2013 with Intermedia Holdings, Inc., a Delaware corporation ("Parent") and Sierra Merger Sub Co., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Company would be acquired by Parent through a merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

The Merger closed today, August 30, 2013. In connection with the closing, each share of the Company's common stock has been converted into the right to receive $7.284 per share in cash, without interest. The text of the press release issued by the Company announcing the completion of the Merger is attached as Exhibit 99.1 hereto.

Upon the effective time of the Merger, holders of Company Common Stock (as defined in the Merger Agreement) immediately prior to the effective time of the Merger ceased to have any rights as stockholders in the Company (other than their right to receive the Merger consideration, or in the case of Dissenting Shares (as defined in the Merger Agreement), the rights pursuant to Section 262 of the Delaware General Corporation Law), as applicable.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the Merger Agreement, as of the Effective Time, all officers and directors of the Company were replaced by the directors and officers of Merger Sub immediately prior to the Effective Time.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
99.1 Press release of Telanetix, Inc., regarding the closing of the Merger.

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