8-K
filed November 3, 2022, 7:59 PM ET
CIK 0000768411
M&A
confidence high
sentiment neutral
materiality 0.80
CYBEROPTICS CORP: M&A transaction — Nordson completes acquisition of CyberOptics for $54.00 per share; stock delisted
CYBEROPTICS CORP
- Shareholders received $54.00 cash per share; CyberOptics became wholly owned subsidiary of Nordson.
- Nasdaq trading suspended at close of Nov 3, 2022; Form 25 filed to delist and deregister.
- All prior directors and officers (Subodh Kulkarni, Craig Gates, etc.) ceased; new directors: Jennifer McDonough, Joseph Kelley; Joseph Kelley CEO/CFO.
- Shareholders approved merger on Nov 2, 2022: 4,759,725 for, 24,583 against, 2,676 abstentions.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Vivek Mohindra departed as Director at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Subodh Kulkarni departed as President and Chief Executive Officer at CYBEROPTICS CORP.
- Action
- ceased
- Role
- President and Chief Executive Officer
Exact text from the filing
each of Subodh Kulkarni – President and Chief Executive Officer and Jeffrey A. Bertelsen - Vice President, Chief Financial Officer and Chief Operating Officer ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cordell Hardy departed as Director at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joseph Kelley was appointed as Director at CYBEROPTICS CORP.
- Action
- became
- Role
- Director
Exact text from the filing
Jennifer McDonough and Joseph Kelley became the sole directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey A. Bertelsen departed as Vice President, Chief Financial Officer and Chief Operating Officer at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Vice President, Chief Financial Officer and Chief Operating Officer
Exact text from the filing
each of Subodh Kulkarni – President and Chief Executive Officer and Jeffrey A. Bertelsen - Vice President, Chief Financial Officer and Chief Operating Officer ceased to be executive officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Subodh Kulkarni departed as Director at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Cheryl Beranek departed as Director at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joseph Kelley was appointed as Chief Executive Officer and Chief Financial Officer at CYBEROPTICS CORP.
- Action
- became
- Role
- Chief Executive Officer and Chief Financial Officer
Exact text from the filing
Joseph Kelley, Chief Executive Officer and Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jennifer McDonough was appointed as Secretary at CYBEROPTICS CORP.
- Action
- became
- Role
- Secretary
Exact text from the filing
Jennifer McDonough, Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jennifer McDonough was appointed as Director at CYBEROPTICS CORP.
- Action
- became
- Role
- Director
Exact text from the filing
Jennifer McDonough and Joseph Kelley became the sole directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Craig Gates departed as Director at CYBEROPTICS CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Subodh Kulkarni, Craig Gates, Vivek Mohindra, Cheryl Beranek and Cordell Hardy ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CYBEROPTICS CORP: Amended and restated Articles of Incorporation at the Effective Time.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Articles of Incorporation of the Company were amended and restated as set forth in the Articles of Incorporation that are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CYBEROPTICS CORP: Amended and restated Bylaws at the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
Immediately after the Effective Time, the Bylaws of the Company were amended and restated as set forth in the Bylaws that are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
CYBEROPTICS CORP underwent a change of control involving Nordson Corporation for $54.00 per share in cash (closed 2022-11-03).
- Action
- change of control
- Counterparty
- Nordson Corporation
- Consideration
- $54.00 per share in cash
- Closing
- 2022-11-03
Exact text from the filing
outstanding share of common stock of CyberOptics, no par value per share (“Common Stock”), subject to certain exceptions, was automatically converted into the right to receive $54.00 in cash, without interest (the “Merger Consideration”). At the Effective Time, each stock option that was vested immediately prior to the Effective Time and each stock option that
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CYBEROPTICS CORP shareholders approved Adoption of the Merger Agreement at the 2022-11-02 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2022-11-02
Exact text from the filing
The proposal to adopt the Merger Agreement was approved based on the following votes: For 4,759,725 Against 24,583 Abstentions 2,676 Broker non-votes 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CYBEROPTICS CORP shareholders approved Advisory vote on compensation payable to named executive officers in connection with the Merger at the 2022-11-02 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2022-11-02
Exact text from the filing
The proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger was approved based on the following votes: For 3,955,587 Against 601,546 Abstentions 229,851 Broker non-votes 0
View on SEC.gov
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