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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 22, 2020 (the “Effective Date”), CONMED Corporation, a New York corporation (“CONMED New York” and, prior to the Reincorporation, the “Company”), changed its state of incorporation from the State of New York to the State of Delaware (the “Reincorporation”) by merging with and into its wholly-owned subsidiary CONMED Corporation, a Delaware corporation (“CONMED Delaware” and, following the Reincorporation, the “Company”) pursuant to the terms of the Agreement and Plan of Merger, dated May 21, 2020, by and between the Company and Newco (the “Merger Agreement”). The Reincorporation and the Merger Agreement were approved by the Board of Directors of CONMED New York. As further described under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), the Reincorporation, including the adoption of the Merger Agreement, was approved by the affirmative vote of the holders at least two-thirds of CONMED New York’s outstanding shares of common stock entitled to vote at the annual meeting of the Company’s shareholders held on May 21, 2020 (the “Annual Meeting”).
On the Effective Date, pursuant to the terms of the Merger Agreement:
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The Company merged with and into CONMED Delaware, with CONMED Delaware being the surviving entity, and CONMED New York ceasing to exist as a separate entity;
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The shareholders of CONMED New York became the shareholders of CONMED Delaware;
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Each outstanding share of CONMED New York’s common stock, par value $0.01 per share, automatically converted pro-rata on a one-to-one basis into shares of the common stock of CONMED Delaware, par value $0.01 per share;
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Each outstanding option to purchase shares of CONMED New York’s common stock converted into an option to acquire an equal number of shares of CONMED Delaware, with no change in the exercise price or other terms or provisions of the option;
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Each other equity award relating to CONMED New York’s common stock was deemed to be an equity award for the same number of shares of CONMED Delaware’s common stock, with no change in the terms or provisions of the equity award;
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CONMED Delaware assumed all of the assets, liabilities, rights, privileges and powers of CONMED New York;
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CONMED Delaware is governed by the General Corporation Law of the State of Delaware (the “DGCL”) and, as discussed in Item 5.01 of this Current Report, by the Certificate of Incorporation (the “Delaware Charter”) and the By-laws (the “Delaware By-laws”) of CONMED Delaware; and
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The officers and directors of CONMED New York became the officers and directors of CONMED Delaware.
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The Reincorporation changed the legal domicile of the Company, but did not result in any change in the name, business, management, fiscal year, accounting, location of the principal executive offices, assets or liabilities of the Company. The Company will continue to operate under the name “CONMED Corporation” and its common stock will continue to be listed on the New York Stock Exchange under the same ticker symbol “CNMD.” Shareholders are not required to exchange their existing stock certificates in connection with the Reincorporation.
Additionally, as a result of the Reincorporation and pursuant to Rule 12g-3(a) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), CONMED Delaware is the successor issuer to CONMED New York, and CONMED Delaware’s common stock is deemed registered under Section 12(b) of the Exchange Act.
The foregoing description of the Reincorporation and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A more detailed description of the Merger Agreement and the effects of the Reincorporation is set forth in Proposals 4, 5 and 6 of the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 10, 2020, as supplemented on May 11, 2020 (the “2020 Proxy Statement”), which description is incorporated herein by reference. In addition, a description of CONMED Delaware’s common stock is attached hereto as Exhibit 4.1 and incorporated herein by reference. The information set forth in Item 5.01 of this Current Report on Form 8-K is also incorporated herein by reference.