0000899243-21-049895.txt : 20211228 0000899243-21-049895.hdr.sgml : 20211228 20211228150602 ACCESSION NUMBER: 0000899243-21-049895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211223 FILED AS OF DATE: 20211228 DATE AS OF CHANGE: 20211228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hausmann Robert C CENTRAL INDEX KEY: 0001342555 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 211524464 MAIL ADDRESS: STREET 1: 6586 INGLESIDE COURT CITY: SAN JOSE STATE: CA ZIP: 95120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIX CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 BUSINESS PHONE: 214-370-2000 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 FORMER COMPANY: FORMER CONFORMED NAME: ZIXIT CORP DATE OF NAME CHANGE: 19991013 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-23 1 0000855612 ZIX CORP ZIXI 0001342555 Hausmann Robert C 2711 N. HASKELL AVENUE SUITE 2300 DALLAS TX 75204 1 0 0 0 Common Stock 2021-12-23 4 D 0 68210 8.50 D 46711 D Deferred Stock Units 2021-12-23 4 D 0 46711 8.50 D 0 D On December 23, 2021, the Issuer was acquired by Open Text Corporation ("Parent") pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of November 7, 2021, by and among Parent, Issuer and Zeta Merger Sub Inc. (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive $8.50 in cash, without interest (the "Merger Consideration"). Pursuant to the Agreement and the letter agreement, dated December 18, 2021 between the Issuer and Parent (the "Letter Agreement"), each Company Stock-Based Award (as defined in the Letter Agreement) outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount of cash equal to the Company Stock-Based Award Consideration (as defined in the Letter Agreement) and each Company Option (as defined in the Letter Agreement) outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount of cash equal to the Option Consideration (as defined in the Letter Agreement), payable in accordance with and subject to the terms of the Letter Agreement. Includes shares granted under the 2018 Omnibus Incentive Plan (the "2018 Plan"). The restricted stock would vest pro-rata and quarterly over one year, and subject to acceleration under conditions described in the 2018 Plan. /s/ Robert C. Hausmann 2021-12-28