Current Report Filing (8-k)
June 30 2020 - 5:42AM
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): June 29, 2020
Qumu
Corporation
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State
Or Other Jurisdiction Of Incorporation)
000-20728
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41-1577970
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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510
1st Avenue North, Suite 305
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Minneapolis,
MN
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55403
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(Address
Of Principal Executive Offices)
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(Zip
Code)
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(612)
638-9100
Registrant’s
Telephone Number, Including Area Code
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
stock, par value $0.01
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QUMU
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The
NASDAQ Stock Market LLC
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Items
under Sections 2 through 8 are not applicable and therefore omitted.
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
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ITEM
1.02
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TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT.
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As
previously disclosed, on February 11, 2020, Qumu Corporation (“Qumu) entered into an Agreement and Plan of Merger and Reorganization
(the “Merger Agreement”) with Synacor, Inc. (“Synacor”) and Quantum Merger Sub I, Inc., a direct, wholly
owned subsidiary of Synacor (“Merger Sub”).
On
June 29, 2020, Qumu, Synacor and Merger Sub entered into an agreement to terminate the Merger Agreement (the “Mutual Termination
Agreement”). Pursuant to the Mutual Termination Agreement, the Merger Agreement was terminated and the parties provided
a mutual release of claims relating to the Merger Agreement and related agreements.
Pursuant
to the terms of the Mutual Termination Agreement, Qumu paid Synacor $250,000 on June 29, 2020 and is obligated to pay an additional
$1,450,000 if (a) within fifteen (15) months following June 29, 2020, an Acquisition Transaction in respect of Qumu is consummated
with a Person other than Synacor or (b) (i) within fifteen (15) months following June 29, 2020, Qumu enters into a binding definitive
agreement for an Acquisition Transaction with a Person other than Synacor and (ii) such Acquisition Transaction is ultimately
consummated (whether or not during the foregoing fifteen (15)-month period). For the purposes of the Mutual Termination Agreement,
all references to fifteen percent (15%) or eighty-five percent (85%) in the definition of “Acquisition Transaction”
of the Merger Agreement shall be replaced by fifty percent (50%).
The
summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete
terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
On
June 29, 2020, Qumu and Synacor issued a joint press release announcing the termination of the Merger Agreement, a copy of which
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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QUMU
CORPORATION
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By:
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/s/
David G. Ristow
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David
G. Ristow
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Chief
Financial Officer
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Date:
June 29, 2020
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