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SEC Filings

8-K
INCONTACT, INC. filed this Form 8-K on 11/14/2016
Entire Document
 
 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 14, 2016, between inContact, Inc., a Delaware corporation (“Company”), and Wells Fargo Bank, National Association, a national banking association, (the “Trustee”), as trustee under the Indenture dated as of March 30, 2015, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented from time to time and as further amended and supplemented by this Supplemental Indenture, the “Indenture”).

 

RECITALS

 

WHEREAS, the Company and the Trustee have heretofore entered into the Original Indenture dated as of March 30, 2015, among the Company and the Trustee to provide for the issuance of the Company’s 2.50% Convertible Senior Notes due 2022 (the “Notes”),

 

WHEREAS, the Company, NICE-Systems Ltd., a company organized under the laws of the State of Israel (“Parent”), and Victory Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Subsidiary”) entered into an Agreement and Plan of Merger, dated as of May 17, 2016 (the “Merger Agreement”);

 

WHEREAS, the Merger Agreement provides for the merger of the Merger Subsidiary with the Company, with the Company being the surviving corporation and becoming a wholly owned indirect subsidiary of Parent (the “Merger”), and upon completion of the Merger each share of the Company’s common stock issued and outstanding immediately prior to the completion of the Merger, other than unvested restricted shares and shares held by a stockholder who perfects appraisal rights in accordance with Delaware law, will automatically be cancelled and converted into the right to receive $14.00 in cash, without interest;

 

WHEREAS, on August 11, 2016, the stockholders of the Company approved the Merger;

 

WHEREAS, the other conditions to effectuating the Merger set forth in the Merger Agreement have been satisfied or waived so that the effective date of the Merger is November 14, 2016;

 

WHEREAS, in connection with the foregoing, Section 10.08(a) of the Original Indenture provides that the Company and the Trustee shall execute a supplemental indenture providing that, at and after the effective time of the Merger, all conversions of Notes that occur after the effective date of the Merger shall be effectuated in the manner set forth in the first sentence of this Section 10.08(a) of the Original Indenture, and subsequent adjustments to the Conversion Rate (as defined in the Original Indenture) pursuant to Section 10.05 of the Original Indenture shall be effectuated in a manner that would have an economic effect on the holders of the Notes as nearly equivalent as practicable to the economic effect the adjustments provided by such Section 10.05 would have had on the holders of the Notes but for the Merger;

 

WHEREAS, the Company desires that the Trustee join with it in the execution and delivery of this Supplemental Indenture, and in accordance with Sections 9.01(d), 9.03, 10.08, 12.03, and 12.04 of the Original Indenture the Company has delivered an Officers’ Certificate and Opinion of Counsel to the Trustee responsive to and in compliance with the matters stated therein; and

 

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