--- 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" generated_at: "2026-05-24T01:22:59.021914+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Intevac acquired by Seagate for $4.00/share; tender offer closes with 87.95% tendered; merger completed March 31 ## Summary - 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. ## SEC filing metadata - accession: 0001140361-25-011192 - form_type: 8-K - cik: 0001001902 - company_name: INTEVAC INC - filed_at: 2025-03-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-011192 - JSON: https://secwatch.observer/filing/0001140361-25-011192.json - Plain text: https://secwatch.observer/filing/0001140361-25-011192.txt ## Key facts - Executive change Dorothy D. Hayes resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change David S. Dury resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Eiji Miyanaga resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Ryan Vardeman resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change James C. Lee was appointed as Director at INTEVAC INC. - Action: became - Role: Director source text: James C. Lee, the sole director of the Purchaser immediately prior to the Effective Time, became the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Kevin Barber resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Johnny Choi was appointed as Secretary at INTEVAC INC. - Action: appointed - Role: Secretary source text: Johnny Choi, Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change James C. Lee was appointed as President at INTEVAC INC. - Action: appointed - Role: President source text: Following the Effective Time, the officers of the Company are as follows: James C. Lee, President evidence_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Michele F. Klein resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Executive change Nigel Hunton resigned as Director at INTEVAC INC. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Governance Changes INTEVAC INC: Bylaws amended and restated in their entirety effective at the merger effective time. - Change: bylaw amendment source text: the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm - Governance Changes INTEVAC INC: Certificate of incorporation amended and restated in its entirety effective at the merger effective time. - Change: charter amendment source text: the Company’s certificate of incorporation and by-laws were each amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1001902/000114036125011192/0001140361-25-011192-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.