0000849547-19-000008.txt : 20190109 0000849547-19-000008.hdr.sgml : 20190109 20190109134830 ACCESSION NUMBER: 0000849547-19-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190107 FILED AS OF DATE: 20190109 DATE AS OF CHANGE: 20190109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUSSO DAVID J CENTRAL INDEX KEY: 0001215501 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18706 FILM NUMBER: 19517898 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK BOX CORP CENTRAL INDEX KEY: 0000849547 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 953086563 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1000 PARK DRIVE CITY: LAWRENCE STATE: PA ZIP: 15055 BUSINESS PHONE: 724-746-5500 MAIL ADDRESS: STREET 1: 1000 PARK DRIVE CITY: LAWRENCE STATE: PA ZIP: 15055 FORMER COMPANY: FORMER CONFORMED NAME: MB HOLDINGS INC DATE OF NAME CHANGE: 19921113 FORMER COMPANY: FORMER CONFORMED NAME: BLACK BOX INCORPORATED DATE OF NAME CHANGE: 19910825 4 1 wf-form4_154705969315966.xml FORM 4 X0306 4 2019-01-07 0 0000849547 BLACK BOX CORP BBOX 0001215501 RUSSO DAVID J 1000 PARK DRIVE LAWRENCE PA 15055 0 1 0 0 EVP, CFO & Treasurer Common Stock, $.001 par value 2019-01-07 4 U 0 7614 1.10 D 22141 D Common Stock, $.001 par value 2019-01-07 4 D 0 22141 1.10 D 0 D Common Stock, $.001 par value 2019-01-07 4 A 0 33590 0 A 33590 D Common Stock, $.001 par value 2019-01-07 4 D 0 33590 1.10 D 0 D Employee Stock Option (Right to Purchase) 8.1 2019-01-07 4 D 0 66210 0 D Common Stock 66210.0 0 D Employee Stock Option (Right to Purchase) 2.85 2019-01-07 4 D 0 270240 0 D Common Stock 270240.0 0 D On November 11, 2018, Black Box Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AGC Networks Pte Ltd. ("Top Parent"), BBX Main Inc., a wholly owned subsidiary of Top Parent ("Parent"), BBX Inc., a wholly owned subsidiary of Parent ("BBX Intermediate"), and Host Merger Sub Inc., a wholly owned subsidiary of BBX Intermediate ("Merger Sub"). Pursuant to the terms of the Merger Agreement, and the tender offer commenced in connection therewith, each share of Company common stock held by the Reporting Person was tendered for $1.10 per share, net to the holder thereof, in cash, without interest thereon (the "Offer Price"). Pursuant to the Merger Agreement, on January 7, 2019 (the "Effective Time"), Merger Sub was merged with and into the Company, with the Company being the surviving corporation and becoming a wholly owned subsidiary of BBX Intermediate. Represents unvested restricted stock units granted pursuant to a Company stock plan (a "Company RSU Award"). Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock underlying such Company RSU Award, and (ii) the Offer Price, less any required withholding taxes. Settlement of non-derivative performance awards for cash as follows: Pursuant to the Merger Agreement, at the Effective Time, each performance share award granted under a Company stock plan that is subject to performance-based vesting (each a "Company Performance Share Award") that was outstanding or payable as of the Effective Time (whether vested or unvested) converted into the right of the holder to receive an amount of cash equal to the product of (i) the target number of performance shares granted by such Company Performance Share Award (as designated in the applicable Performance Share Award Agreement between the Company and the holder thereof) and (ii) the Offer Price, less any required withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each out-of-the-money Company option that was outstanding and unexercised (whether vested or unvested) was cancelled and terminated for no consideration. This option was out-of-the-money at the Effective Time. /s/ Ronald Basso by Power of Attorney for David J. Russo 2019-01-09