- Current report filing (8-K)
31 August 2012 - 7:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): August 30, 2012 (August 30, 2012)
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34299
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31-1420852
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1601 Dry Creek Drive, Suite 260
Longmont, Colorado 80503
(Address of principal executive offices, including zip code)
(303)
684-4000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement.
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Amendment to the Merger Agreement
On August 30, 2012, DigitalGlobe,
Inc., a Delaware corporation (DigitalGlobe), entered into Amendment No. 1 to Agreement and Plan of Merger ( Amendment No. 1) with GeoEye, Inc., a Delaware corporation (GeoEye), 20/20 Acquisition Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of DigitalGlobe (Merger Sub), and WorldView, LLC, a Delaware limited liability company and a wholly owned subsidiary of DigitalGlobe (Merger Sub 2), which amends the
Agreement and Plan of Merger (the Merger Agreement), dated as of July 22, 2012 previously entered into by the parties. The Merger Agreement is described in more detail in DigitalGlobes Current Report on Form 8K dated
July 23, 2012.
Amendment No. 1 amends the Merger Agreement to remove the reference to a requirement that the
DigitalGlobe stockholders approve the assumption of GeoEye stock plans and the issuance of DigitalGlobe common stock thereunder, because there is no obligation to seek such approval pursuant to such plans, applicable law or stock exchange
requirements.
The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of Amendment No. 1 attached hereto as Exhibit 2.1, which is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Merger, dated as of August 30, 2012, by and among DigitalGlobe, Inc., 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DIGITALGLOBE, INC.
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Date: August 30, 2012
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By:
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/s/ Daniel L. Jablonsky
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Daniel L. Jablonsky
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Senior Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit
Number
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Merger, dated as of August 30, 2012, by and among DigitalGlobe, Inc., 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye,
Inc.
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