M&A - INTEVAC INC

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000114036125011192

Filing Summary: On March 31, 2025, Intevac, Inc. completed a merger with Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, following a tender offer to acquire all of Intevac's common stock for $4.00 per share, which was validly accepted for payment on the same date. Shareholders received their Offer Consideration in cash, and options were adjusted based on the exercise price relative to the offer. All shares not held by the company or its affiliates were converted into the right to receive the Offer Consideration. A regular quarterly dividend of $0.05 was paid on March 13, 2025, and a special dividend of $0.052 was paid on March 28, 2025. The merger results in Intevac becoming an indirect wholly owned subsidiary of Seagate, with a change in control and various resignations from its board of directors in connection with the merger.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011330

Filing Summary: On March 31, 2025, Intevac, Inc. completed a merger under the Agreement and Plan of Merger dated February 13, 2025, with Seagate Technology Holdings plc and Irvine Acquisition Holdings, Inc. Following this merger, Intevac, Inc. became a wholly owned subsidiary of Seagate Technology Holdings plc. Consequently, Intevac terminated all offerings of its securities associated with its previously filed Registration Statements on Form S-8. This document serves as a post-effective amendment to deregister any shares that remain unsold or unissued under those Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011334

Filing Summary: On March 31, 2025, Intevac, Inc. (the Registrant) merged with Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc, resulting in the Registrant becoming a wholly owned subsidiary of Seagate. This merger led to the termination of all offerings of Intevac's securities under previously filed Registration Statements on Form S-8. Consequently, the Registrant has filed post-effective amendments to deregister all unsold or unissued securities under these Statements, reflecting changes in equity incentive plans, including the 2022 Inducement Equity Incentive Plan, the 2020 Equity Incentive Plan, and the 2003 Employee Stock Purchase Plan. The Registrant is classified as a smaller reporting company and is not an emerging growth company.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011336

Filing Summary: On March 31, 2025, Intevac Inc. completed a merger pursuant to the Agreement and Plan of Merger dated February 13, 2025. As part of this transaction, Purchaser, a wholly owned subsidiary of Seagate Technology Holdings plc, merged with Intevac, with Intevac continuing as a wholly owned subsidiary of Seagate. The document serves as a post-effective amendment to deregister any unsold or unissued securities under previously filed S-8 registration statements, thereby terminating all offerings of its securities pursuant to these Statements. The Registrant declares the effectiveness of these Registration Statements terminated as part of the merger process and confirms intentions to remove from registration all securities registered that remain unsold or unissued. Signatures indicate proper execution and compliance with the requirements of the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011338

Filing Summary: On March 31, 2025, Intevac, Inc. merged with and into Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, as part of the Agreement and Plan of Merger dated February 13, 2025. Intevac now operates as a wholly owned subsidiary of Seagate. Following the merger, Intevac has terminated all offerings of its securities under previously filed Registration Statements. The filing serves to deregister any and all unsold or unissued securities previously registered under Form S-8.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011342

Filing Summary: On March 31, 2025, Intevac Inc. completed a merger pursuant to an Agreement and Plan of Merger dated February 13, 2025, with Seagate Technology Holdings plc and its subsidiary, Irvine Acquisition Holdings, Inc. Following the merger, Intevac became a wholly-owned subsidiary of Seagate. This document serves as a post-effective amendment to deregister any unsold or unissued securities from several S-8 registration statements filed previously by the Registrant. The affected registration statements include those that registered various shares for employee incentive plans and stock purchase plans. This filing indicates the termination of all offerings of securities under these registration statements as a direct result of the merger.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011346

Filing Summary: On March 31, 2025, Intevac, Inc. (the 'Registrant') completed a merger with Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc. The Registrant is now a wholly owned subsidiary of Seagate. Following this merger, the Registrant has terminated all securities offerings related to previously filed Registration Statements on Form S-8. The document serves as a post-effective amendment to deregister all securities that remain unsold or unissued as of the filing date, effectively indicating the cessation of any security registration associated with those statements.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011348

Filing Summary: On March 31, 2025, Intevac Inc. completed a merger with Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc, making Intevac a wholly owned subsidiary of Seagate. This merger resulted in the termination of all offerings of Intevac's securities under various previously filed Form S-8 Registration Statements. The document details the deregistration of all unsold or unissued securities under these Statements, citing the merger as the cause for this action. The Registrant has asserted that it meets all requirements for filing on Form S-8 and certifies the undertaking to deregister the securities under the Registration Statements that remain unsold as of the merger date. The filing includes multiple registration numbers linking back to offerings under Intevac's equity incentive plans and employee stock purchase plans, which terminate in light of the merger.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011352

Filing Summary: On March 31, 2025, Intevac Inc. merged with Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc, resulting in Intevac becoming a wholly owned subsidiary of Seagate. This merger necessitated the termination of all offerings of Intevac's securities related to the previously filed Registration Statements. Consequently, Intevac terminated the effectiveness of multiple Registration Statements on Form S-8, deregistering any unissued or unsold securities as a result of the merger, thereby ceasing future issuances under the existing equity incentive plans and stock purchase plans. The document summarizes the impact of the merger on the company’s registration of securities, including estimated share registrations for multiple incentive plans.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011355

Filing Summary: On March 31, 2025, Intevac, Inc. underwent a merger as per the Agreement and Plan of Merger dated February 13, 2025, involving Seagate Technology Holdings plc and its subsidiary Irvine Acquisition Holdings, Inc. Consequently, Intevac has become a wholly owned subsidiary of Seagate Technology. In light of this merger, all offerings of securities pursuant to previously filed Registration Statements on Form S-8 have been terminated. The Registrant is deregistering all securities that remain unsold or unissued as of this date.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011360

Filing Summary: On March 31, 2025, Intevac, Inc. (the Registrant) completed a merger in which it merged with and into Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc. Following the merger, Intevac became a wholly owned subsidiary of Seagate Technology. Due to this merger, all offerings of securities outlined in multiple prior S-8 Registration Statements have been terminated. The Registrant has filed Post-Effective Amendments to deregister any unsold or unissued securities under these Registration Statements, including those from plans such as the 2020 Equity Incentive Plan, 2022 Inducement Equity Incentive Plan, and various Employee Stock Purchase Plans.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011375

Filing Summary: On March 31, 2025, Intevac, Inc. executed a merger with Irvine Acquisition Holdings, Inc., an indirect wholly owned subsidiary of Seagate Technology Holdings plc. This merger resulted in Intevac becoming a wholly owned subsidiary of Seagate Technology. Consequently, Intevac terminated all offerings of its securities under various previously filed Registration Statements. The Registrant took steps to deregister any and all unused securities under these Registration Statements as of the date of the filing. The filing also includes multiple registration numbers indicating past filings for equity incentive plans and employee stock purchases, signifying the company's equity management activities leading up to the merger. The document includes formalities required by the Securities Act of 1933 and concludes with signatures from the company's President, James C. Lee, confirming the authorization of the filing.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011397

Filing Summary: On March 31, 2025, Intevac, Inc. completed a merger under the Agreement and Plan of Merger with Seagate Technology Holdings plc. Following the merger, Intevac became a wholly owned subsidiary of Seagate. Consequently, Intevac has terminated all offerings of its securities previously registered under several Form S-8 Registration Statements. This filing includes a post-effective amendment to deregister any unsold or unissued securities under these Registration Statements, effectively removing them from the registration.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011400

Filing Summary: On March 31, 2025, Intevac, Inc. underwent a merger with Irvine Acquisition Holdings, Inc., an indirect wholly owned subsidiary of Seagate Technology Holdings plc, as stated in the Agreement and Plan of Merger dated February 13, 2025. Following the merger, Intevac will exist as a wholly owned subsidiary of Seagate. As a consequence, all offerings of securities under the previously filed S-8 Registration Statements are now terminated. The company has initiated post-effective amendments to deregister any and all unsold or unissued securities that were previously registered under these statements, thereby concluding its registration processes. This document details the regulatory compliance measures post-merger and delineates the registrations impacted by this closure.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011402

Filing Summary: On March 31, 2025, Intevac Inc. completed a merger with Irvine Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Seagate Technology Holdings plc, as per the Agreement and Plan of Merger dated February 13, 2025. Following the merger, Intevac has terminated all offerings of its securities under previous Registration Statements. The document details the deregistration of securities that remain unsold as of the filing date. The merger results in Intevac being a wholly-owned subsidiary of Seagate and concludes multiple equity incentive plans associated with the company under various Registration Statements. The Registrant has certified compliance with requirements for Form S-8, confirming the termination of the effectiveness of these Registration Statements, as well as the removal of any outstanding unsold securities from registration.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011406

Filing Summary: On March 31, 2025, Intevac Inc. underwent a merger where Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, merged with and into Intevac, resulting in Intevac becoming a wholly owned subsidiary of Seagate. This document serves as a Post-Effective Amendment to deregister any unsold or unissued securities from various prior Registration Statements on Form S-8. The Registrant terminates all offerings of its securities pursuant to these Registration Statements, including the removal of all securities that remain unsold or unissued as of the date hereof.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011409

Filing Summary: On March 31, 2025, pursuant to the Agreement and Plan of Merger dated February 13, 2025, Purchaser, an indirect wholly owned subsidiary of Seagate Technology Holdings plc, merged with Intevac, Inc., which now operates as a wholly owned subsidiary of Seagate. Consequently, all offerings of securities under previous Registration Statements have been terminated. The Registrant has deregistered any unsold or unissued securities from those Registration Statements as part of this post-effective amendment, indicating a complete withdrawal of the previous registrations under Form S-8.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011412

Filing Summary: On March 31, 2025, Intevac Inc. merged with and into Irvine Acquisition Holdings, Inc., an indirect wholly owned subsidiary of Seagate Technology Holdings plc, whereby Intevac will continue to exist as a wholly owned subsidiary of Seagate Technology. Consequently, Intevac has terminated all offerings of securities pursuant to the previously filed Registration Statements. This document serves as a post-effective amendment to deregister any unsold or unissued securities under the Registration Statements. The various Registration Statements of Intevac included shares for its 2022 Inducement Equity Incentive Plan, 2020 Equity Incentive Plan, and the 2003 Employee Stock Purchase Plan. The Registrant certifies that it meets the requirements for filing on Form S-8, and these amendments are duly authorized, signed, and filed with the SEC.

Form Type: S-8 POS

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011415

Filing Summary: On March 31, 2025, INTEVAC, INC. merged with Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, pursuant to an Agreement and Plan of Merger dated February 13, 2025. As a result of the merger, INTEVAC, INC. became a wholly owned subsidiary of Seagate Technology, leading to the termination of all offerings of its securities under existing Registration Statements. The document includes the deregistration of any remaining unsold or unissued securities from multiple previous Registration Statements on Form S-8. This filing serves as a post-effective amendment to remove those securities, reflecting the completion of the merger and the status change of the company.

Form Type: SC 14D9/A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000114036125011190

Filing Summary: This document serves as Amendment No. 3 to the Solicitation/Recommendation Statement filed by Intevac, Inc. regarding a cash tender offer by Seagate Technology Holdings plc and its subsidiary to acquire all outstanding shares of Intevac. The tender offer was set to expire after 11:59 p.m. Eastern Time on March 28, 2025, with approximately 87.95% of shares validly tendered. Following the expiration of the offer, the merger was executed on March 31, 2025, at which time Intevac became an indirect wholly owned subsidiary of Seagate. Intevac shares will be delisted, and steps will be taken to terminate their registration under the Exchange Act, suspending Intevac's reporting obligations.

Form Type: SC TO-T/A

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125011186

Filing Summary: This Amendment No. 3 updates the Tender Offer Statement filed by Irvine Acquisition Holdings, Inc., a subsidiary of Seagate Technology Holdings plc, to purchase all outstanding shares of Intevac, Inc. Shares were offered at $4.00 each, payable in cash. The offer expired on March 28, 2025, with 23,968,013 shares, representing approximately 87.95% of the total outstanding shares, validly tendered. Consequently, Seagate completed its acquisition of Intevac via a merger, resulting in Intevac becoming an indirect wholly owned subsidiary of Seagate. The shares of Intevac will be delisted from the Nasdaq Global Select Market, and Seagate plans to terminate the registration of Intevac's shares under the Exchange Act. A press release was issued on March 31, 2025, announcing the expiration and results of the offer.

Form Type: SC14D9C

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125006361

Filing Summary: Intevac, Inc. is subject to a planned acquisition by Seagate Technology Holdings plc and its subsidiary, Irvine Acquisition Holdings, Inc. A tender offer for all outstanding shares of Intevac will be initiated as per the Agreement and Plan of Merger dated February 13, 2025. Upon completion of the offer, a merger will occur with Intevac as the surviving corporation. This communication includes preliminary materials related to the tender offer that will be filed with the SEC. Important details regarding the acquisition process, including potential risks and uncertainties surrounding the transaction, are discussed, as well as future performance expectations of both companies. Additional documentation will be provided to stockholders as the process evolves, emphasizing careful consideration before responding to the offer.

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000114036125004163

Filing Summary: On February 13, 2025, Intevac, Inc. entered into a Merger Agreement with Seagate Technology Holdings plc and Irvine Acquisition Holdings, Inc. Purchaser will commence a tender offer to acquire all outstanding shares of Intevac at $4.00 per share in cash, with the offer remaining open for 20 business days. The transaction requires at least 50% of shares to be tendered, and following the offer, Purchaser will merge into Intevac. The Company will pay a regular dividend of $0.05 per share on March 13, 2025, and a special dividend of $0.052 per share upon closing. The Board of Directors has deemed the transaction fair and advisable. A termination fee of $4.3 million will apply if the agreement is terminated under certain circumstances. The filing also included Tender and Support Agreements with stockholders owning 23.5% of outstanding shares, who will tender their shares in favor of the merger. Additionally, the Bylaws were amended to specify court jurisdictions for governance disputes. A joint press release announcing the merger was issued on the same day.

Form Type: SC TO-C

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125004179

Filing Summary: On February 13, 2025, Intevac Inc. announced a planned tender offer by Irvine Acquisition Holdings, Inc., a wholly owned subsidiary of Seagate Technology Holdings plc, to acquire all shares of Intevac's common stock for $4.00 per share in cash. This document serves as a preliminary communication before the commencement of the tender offer. The acquisition is outlined in an Agreement and Plan of Merger, and further tender offer materials will be submitted to the SEC upon commencement. If necessary, stockholder approval may be required if the transaction is pursued solely through a merger without a tender offer. A warning regarding the risks and uncertainties surrounding the transaction is provided, along with notes on forward-looking statements pertaining to the deal, emphasizing that the transaction may not ultimately be consummated. The filing outlines steps for potential proxy solicitation and gives information for stockholders regarding access to detailed offer materials.

Form Type: SC14D9C

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125004178

Filing Summary: On February 13, 2025, Intevac, Inc. filed a Schedule 14D-9C related to preliminary communications regarding a planned tender offer by Seagate Technology Holdings plc and its subsidiary for all outstanding shares of Intevac's common stock. The document details the terms of the offer, stating that upon completion, a merger will occur where the subsidiary will merge with Intevac, making it the surviving entity. Various exhibits included in the filing consist of a joint press release, an email from Intevac's CEO to employees, and a Frequently Asked Questions document that provides further information about the acquisition process. The filing is part of an effort to inform shareholders about the upcoming tender offer and potential merger processes that may follow if certain conditions are met. Risks and uncertainties related to this transaction, as well as disclaimers about forward-looking statements, are also highlighted, emphasizing that the actual outcome may differ from initial projections.