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