{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-011192","form_type":"8-K","ticker":null,"cik":"0001001902","company_name":"INTEVAC INC","filed_at":"2025-03-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:02.634739+00:00","generated_at":"2026-05-24T01:22:59.021914+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Intevac acquired by Seagate for $4.00/share; tender offer closes with 87.95% tendered; merger completed March 31","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-011192","json":"https://secwatch.observer/filing/0001140361-25-011192.json","markdown":"https://secwatch.observer/filing/0001140361-25-011192.md","text":"https://secwatch.observer/filing/0001140361-25-011192.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/ny20045465x5_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-24T01:22:59.021914+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"08a7650241","claim":"Dorothy D. Hayes resigned as Director at INTEVAC INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2ad201f104","claim":"David S. Dury resigned as Director at INTEVAC INC.","evidence_excerpt":"each of Kevin Barber, David S. Dury, Dorothy D. Hayes, Nigel Hunton, Michele F. 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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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"48a19e60e3","claim":"Ryan Vardeman resigned as Director at INTEVAC INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4c9c22c0d8","claim":"James C. Lee was appointed as Director at INTEVAC INC.","evidence_excerpt":"James C. 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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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"953da28b83","claim":"Johnny Choi was appointed as Secretary at INTEVAC INC.","evidence_excerpt":"Johnny Choi, Secretary","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Secretary"}],"fact_type":"executive_change"},{"claim_id":"ab1ab33026","claim":"James C. Lee was appointed as President at INTEVAC INC.","evidence_excerpt":"Following the Effective Time, the officers of the Company are as follows: James C. Lee, President","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"c6773507bb","claim":"Michele F. Klein resigned as Director at INTEVAC INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fb6f31e082","claim":"Nigel Hunton resigned as Director at INTEVAC INC.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a50bd54853a5f5dfb97c0e25f17febb4abaedf21","claim":"INTEVAC INC: Bylaws amended and restated in their entirety effective at the merger effective time.","evidence_excerpt":"the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"e404867ba36f404eec3c111fe05335abc8205b46","claim":"INTEVAC INC: Certificate of incorporation amended and restated in its entirety effective at the merger effective time.","evidence_excerpt":"the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}