8-K
filed March 31, 2025, 7:59 PM ET
CIK 0001001902
M&A
confidence high
sentiment neutral
materiality 1.00
Intevac acquired by Seagate for $4.00/share; tender offer closes with 87.95% tendered; merger completed March 31
INTEVAC INC
- Tender offer expired 3/28/25; 23,968,013 shares (87.95% outstanding) validly tendered and accepted.
- Stockholders received $4.00 per share in cash; regular Q1 dividend $0.05/share paid 3/13, plus special dividend $0.052/share paid 3/28.
- Intevac became indirect wholly owned subsidiary of Seagate; all prior directors resigned; James C. Lee appointed sole director and President.
- Nasdaq delisting requested; company will file Form 15 to suspend SEC reporting obligations.
- Outstanding options and RSUs cancelled or converted to cash per merger agreement terms.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dorothy D. Hayes resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David S. Dury resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eiji Miyanaga resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ryan Vardeman resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James C. Lee was appointed as Director at INTEVAC INC.
- Action
- became
- Role
- Director
Exact text from the filing
James C. Lee, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Barber resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Johnny Choi was appointed as Secretary at INTEVAC INC.
- Action
- appointed
- Role
- Secretary
Exact text from the filing
Johnny Choi, Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James C. Lee was appointed as President at INTEVAC INC.
- Action
- appointed
- Role
- President
Exact text from the filing
Following the Effective Time, the officers of the Company are as follows: James C. Lee, President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michele F. Klein resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nigel Hunton resigned as Director at INTEVAC INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. Klein, Eiji Miyanaga, and Ryan Vardeman resigned from his or her respective positions as a member of the Company’s board of directors and all committees thereof, effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
INTEVAC INC: Bylaws amended and restated in their entirety effective at the merger effective time.
- Change
- bylaw amendment
Exact text from the filing
the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
INTEVAC INC: Certificate of incorporation amended and restated in its entirety effective at the merger effective time.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.
View on SEC.gov
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