8-K
filed February 13, 2023, 6:59 PM ET
CIK 0001745317
M&A
confidence high
sentiment neutral
materiality 0.95
Velodyne Lidar, Inc.: M&A transaction — Velodyne Lidar completes merger with Ouster, becomes wholly owned subsidiary
Velodyne Lidar, Inc.
- On Feb 10, 2023, Velodyne merged with Ouster; each share converted into 0.8204 Ouster shares.
- Velodyne board and executive officers resigned; company ceased as separate entity.
- Common stock (VLDR) and warrants (VLDRW) delisted from Nasdaq; Form 15 to suspend reporting.
- Ouster and Velodyne equityholders each own ~50% of combined fully diluted shares.
- Outstanding Velodyne options, RSUs, and warrants assumed by Ouster under same terms.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andy Mattes departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ted Tewksbury departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ernie Maddock departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Virginia Boulet departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Hamid Zarringhalam departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kristin Slanina departed as director at Velodyne Lidar, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Velodyne Lidar, Inc.: Certificate of incorporation amended and restated in connection with merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.4
Velodyne Lidar, Inc.: Bylaws amended and restated in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Velodyne Lidar, Inc. underwent a change of control involving Ouster, Inc. (closed 2023-02-10).
- Action
- change of control
- Counterparty
- Ouster, Inc.
- Closing
- 2023-02-10
Exact text from the filing
on February 10, 2023, Merger Sub I merged with and into Velodyne (the “ First Merger ”), with Velodyne surviving the First Merger as a direct, wholly owned subsidiary of Ouster
View on SEC.gov
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