8-K
filed December 8, 2023, 6:59 PM ET
CIK 0001054721
M&A
confidence high
sentiment neutral
materiality 0.90
BSQUARE CORP /WA: M&A transaction — Bsquare acquired by Kontron for $1.90 per share; delisting and CEO departure follow
BSQUARE CORP /WA
- Offer accepted 70.9% of shares (14,093,157); remaining shares converted in merger at $1.90 each.
- CEO Ralph Derrickson resigns effective Dec 31, 2023; receives $345,000 severance, $172,500 bonus, $166,544 performance bonus, and 12 months COBRA.
- New board appointed: Phillip Schulz, Helmut Fischer, Ted Christiansen; Cheryl Wynne remains CFO.
- Shares delisted from Nasdaq; company intends to file Form 15 to suspend SEC reporting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Jesse resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ralph C. Derrickson resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Chamberlain resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard A. Karp resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phillip Schulz was appointed as Director at BSQUARE CORP /WA.
- Action
- appointed
- Role
- Director
Exact text from the filing
Phillip Schulz, Helmut Fischer and Ted Christiansen became directors of Bsquare.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Helmut Fischer was appointed as Director at BSQUARE CORP /WA.
- Action
- appointed
- Role
- Director
Exact text from the filing
Phillip Schulz, Helmut Fischer and Ted Christiansen became directors of Bsquare.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bernee D.L. Strom resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ted Christiansen was appointed as Director at BSQUARE CORP /WA.
- Action
- appointed
- Role
- Director
Exact text from the filing
Phillip Schulz, Helmut Fischer and Ted Christiansen became directors of Bsquare.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Vardeman resigned as Director at BSQUARE CORP /WA.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Robert J. Chamberlain, Richard A. Karp, Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ralph C. Derrickson resigned as President and Chief Executive Officer at BSQUARE CORP /WA.
- Action
- resigned
- Role
- President and Chief Executive Officer
Exact text from the filing
Mr. Derrickson agreed to cease serving as the President and Chief Executive Officer of Bsquare, effective December 31, 2023.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BSQUARE CORP /WA underwent a change of control involving Kontron America, Incorporated for $1.90 per Share (closed 2023-12-07).
- Action
- change of control
- Counterparty
- Kontron America, Incorporated
- Consideration
- $1.90 per Share
- Closing
- 2023-12-07
Exact text from the filing
the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of common stock, no par value (the “Shares”), of Bsquare, at a price of $1.90 per Share, net in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to
View on SEC.gov
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