Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger (as defined below), Viasat, Inc., a Delaware
corporation (the “Company” or “Viasat”) assumed the RigNet, Inc. 2019 Omnibus
Incentive Plan (the “RigNet 2019 Plan”) and certain outstanding awards
thereunder, including the assumption of the shares of common stock of RigNet,
Inc., a Delaware corporation (“RigNet”) available for issuance under the RigNet
2019 Plan. In connection with the assumption of the RigNet 2019 Plan, the
Compensation and Human Resources Committee of the Board of Directors of Viasat
approved an amendment to the 1996 Equity Participation Plan of Viasat, Inc. (the
“1996 Plan”), effective as of April 29, 2021 (the “Plan Amendment”). Pursuant to
the Plan Amendment, shares of Viasat common stock, par value $0.0001 per share
(the “Viasat Common Stock”) available for issuance under the RigNet 2019 Plan
(as adjusted by the Exchange Ratio (as defined below)) will become available for
future awards under the 1996 Plan, and will not reduce the number of shares of
Viasat Common Stock authorized for grant under the 1996 Plan, provided that
(i) such awards may only be made to individuals who were not employees or
members of the board of directors of Viasat prior to the effective time of the
Merger (the “Effective Time”), (ii) such shares will not be available for grants
beyond the period when they would have been available under the RigNet 2019 Plan
absent the Merger, and (iii) such awards are not made in any other manner that
would violate the exception under Nasdaq Stock Market Rule 5635(c)(3) relied
upon by Viasat in connection with the assumption of such RigNet shares and the
reservation of such shares for issuance under the 1996 Plan. Additionally, the
shares of Viasat Common Stock issuable pursuant to the assumed RigNet equity
awards outstanding under the RigNet 2019 Plan may become available for issuance
under the 1996 Plan to the extent such awards are terminated, expire or are
otherwise cancelled following the Effective Time.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the completion of the acquisition
described under Item 8.01 below is attached to this Current Report on Form 8-K
as Exhibit 99.1. The information contained in the accompanying Exhibit 99.1 is
being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section. The information contained in the press release shall not be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof,
except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On April 30, 2021, pursuant to the Agreement and Plan of Merger, dated as of
December 20, 2020 (the “Merger Agreement”), by and among RigNet, Viasat and
Royal Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Viasat (“Acquisition Sub”), Acquisition Sub merged with and into
RigNet, with RigNet continuing as the surviving corporation and a wholly owned
subsidiary of Viasat (the “Merger”).
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share
of RigNet common stock issued and outstanding immediately prior to the Effective
Time was converted into the right to receive 0.1845 (the “Exchange Ratio”) fully
paid and non-assessable shares of Viasat Common Stock, plus the right to receive
cash in lieu of any fractional shares of Viasat Common Stock.
Additionally, at the Effective Time, Viasat (i) assumed each outstanding and
unexercised RigNet option (“RigNet Option”) held by an individual who following
the Effective Time is an employee of Viasat within the meaning of Form S-8, with
such RigNet Options henceforth representing the right to purchase a number of
shares of Viasat Common Stock on the same terms and conditions (including
applicable vesting, exercise and expiration provisions) as applied to such
RigNet Option immediately prior to the Effective Time (with the number of
options and exercise price being adjusted based on the Exchange
Ratio); and (ii) assumed each outstanding award of RigNet restricted stock units
(“RigNet RSUs”) (other than as set forth in the next sentence) that is held by
an individual who following the Effective Time is an employee of Viasat within
the meaning of Form S-8 and that vests solely on the basis of continued
employment or service (as opposed to performance vesting), with such RigNet RSUs
henceforth representing a restricted stock unit award with respect to shares of
Viasat Common Stock and otherwise remaining subject to the same vesting,
settlement and other terms and conditions that applied to the underlying RigNet
RSU immediately prior to the Effective Time, based on the Exchange Ratio.
Certain RigNet RSUs accelerated in full and were settled in shares of RigNet
common stock as of immediately prior to the Effective Time, which shares of
RigNet common stock converted into shares of Viasat Common Stock at the
Effective Time, as described above.
The issuance of shares of Viasat Common Stock to the former stockholders of
RigNet was registered under the Securities Act of 1933, as amended, pursuant to
a registration statement on Form S-4 (File No. 333-252618), as amended, filed by
Viasat with the Securities and Exchange Commission (the “SEC”) and declared
effective on March 18, 2021 (the “Registration Statement”). The proxy
statement/prospectus included in the Registration Statement contains additional
information about the Merger, the Merger Agreement and the transactions
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to
Viasat’s Current Report on Form 8-K filed on December 21, 2020, and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description of Number Exhibit 99.1 Press Release, dated April 30, 2021, issued by Viasat Inc. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 3
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