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ZIPR > SEC Filings for ZIPR > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for ZIPREALTY INC

Form 8-K for ZIPREALTY INC


15-Aug-2014

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Tra


Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Offer and the Merger, the Company
(i) notified the NASDAQ Stock Market ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ file with the Securities and Exchange Commission (the "SEC") a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Shares on the NASDAQ will be suspended as of the close of trading on August 14, 2014. The Company also intends to file with the SEC a Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.




Item 3.03. Material Modification of Rights of Security Holders.

The information contained in the Introductory Note and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.



Item 5.01. Changes in Control of Registrant.

As described in the Introductory Note above, at the Acceptance Time, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. As a result of the acceptance of such Shares, a change in control of the Company has occurred.

As described above, the Merger was completed on August 14, 2014. The Merger was governed by Section 253 of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, each Share then outstanding (other than Shares that are held by any stockholders who are entitled to and who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes, except for Shares then owned by Realogy or Purchaser and Shares held in treasury of the Company, which Shares were cancelled and retired and ceased to exist, and no consideration will be delivered in exchange therefor.

The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $166 million (inclusive of paying holders of in-the-money ZipRealty stock options, whether vested or unvested at the time of the Merger, for each option owned by such holders, the excess of $6.75 over the exercise price of the applicable option), without giving effect to related transaction fees and expenses. Realogy provided Purchaser with sufficient funds to purchase all Shares validly tendered in the Offer and not withdrawn and to pay for the acquisition of the remaining Shares in the Merger. Realogy funded the payment from its available cash on hand.

The information contained in the Introductory Note and in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement furnished as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 15, 2014, which is incorporated herein by reference.



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 terms of the Merger Agreement, the directors of Purchaser immediately prior to the effective time of the Merger, Alexander E. Perriello, III and Marilyn J. Wasser remain the only directors of the Company immediately after the effective time of the Merger. Accordingly, each of Charles C. Baker, Elisabeth H. DeMarse, Robert C. Kagle, Stanley M. Koonce, Jr., Gary A. Wetsel and Donald F. Wood ceased serving as a director of the Board of Directors of the Company at the effective time of the Merger. All of the executive officers of ZipRealty resigned as of the effective time of the Merger other than Charles C. Baker, as Chief Executive Officer, and James Wilson, as Senior Vice President of Technology, who will remain as executive officers of ZipRealty post merger. In addition, the existing officers of Purchaser immediately prior to the effective time of the Merger, Dea Benson, as Senior Vice President, Anthony E. Hull, as Executive Vice President and Treasurer, Alexander E. Perriello, III, as President, Seth I. Truwit, as Senior Vice President and Assistant Secretary, Marilyn J. Wasser, as Executive Vice President and Secretary, and David J. Weaving, as Executive Vice President, became officers of ZipRealty, holding the same positions as with Purchaser, immediately after the effective time of the Merger.


Information about Mesdames Benson and Wasser and Messrs. Hull, Perriello, Truwit and Weaving is contained in the Offer to Purchase dated July 16, 2014 filed by Realogy and Purchaser as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on July 16, 2014, as subsequently amended, which information is incorporated herein by reference.

The disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement furnished as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 15, 2014.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, which are incorporated by reference into this Item 5.03.



Item 8.01. Other Events.

On August 14, 2014, Realogy Holdings Corp. issued a press release announcing the expiration and results of the Offer and the expected consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                                   Description

 2.1         Agreement and Plan of Merger, dated as of July 15, 2014, by and among
             ZipRealty, Inc., Realogy Group LLC and Honeycomb Acquisition, Inc.
             (incorporated by reference to Exhibit 2.1 to ZipRealty's Current
             Report on Form 8-K filed with the Securities and Exchange Commission
             on July 15, 2014)

 3.1         Amended and Restated Certificate of Incorporation of ZipRealty, Inc.
             as of August 14, 2014

 3.2         Amended and Restated Bylaws of ZipRealty, Inc. as of August 14, 2014

99.1         Press release issued by Realogy Holdings Corp., dated as of August 14,
             2014 (incorporated by reference to Exhibit (a)(5)(D) to Amendment No.
             5 to the Tender Offer Statement on Schedule TO of Purchaser, filed by
             Realogy and Purchaser with the SEC on August 14, 2014, File No.
             333-148153).


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