8-K
filed February 8, 2023, 6:59 PM ET
CIK 0000892482
M&A
confidence high
sentiment neutral
materiality 1.00
Qumu Corp: M&A transaction — Enghouse Interactive completes acquisition of Qumu for $0.90/share in all-cash deal; Qumu to be delisted from Nasdaq
Qumu Corp
- Merger completed on Feb 8, 2023; all outstanding Qumu shares converted into $0.90 per share in cash, net to seller.
- Tender offer expired with 13,934,904 shares validly tendered (~77.7% of outstanding), satisfying all conditions.
- Qumu's CEO Rose Bentley and CFO Thomas Krueger resigned; board replaced by Merger Sub directors.
- Loan agreement with Silicon Valley Bank terminated; outstanding warrants to HCP-FVD and iStudy Co. terminated.
- Nasdaq filed Form 25 to delist Qumu common stock as of Feb 8, 2023; company will deregister under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Neil E. Cox resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Kenan Lucas resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Rose Bentley resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mary E. Chowning resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Edward D. Horowitz resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert F. Olson resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Daniel R. Fishback resigned as Director at Qumu Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Qumu Corp: Articles of incorporation were amended and restated in their entirety in connection with the merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s articles of incorporation, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Articles of Incorporation”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Qumu Corp: Bylaws were amended and restated in their entirety in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Qumu Corp underwent a change of control involving Enghouse Interactive, Inc..
- Action
- change of control
- Counterparty
- Enghouse Interactive, Inc.
Exact text from the filing
In connection with the consummation of the Merger and effective as of the Effective Time, each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the "Board") holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof on which such directors served.
View on SEC.gov
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