M&A - SecureWorks Corp
Form Type: 8-K
Filing Date: 2025-02-03
Corporate Action: Merger
Type: New
Accession Number: 000095014225000239
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger with Sophos Inc. and Project Green Merger Sub, Inc. as outlined in the Merger Agreement. Following the merger, the Class A and Class B common stock of SecureWorks will convert to cash payments of $8.50 per share, with certain conditions regarding vested and unvested stock options, restricted shares, and performance stock units. The merger has resulted in SecureWorks becoming a wholly owned subsidiary of Sophos Inc., leading to changes in the board of directors. The announcement of the merger completion was officially released in a joint press release.
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Additional details:
Effective Time: 2025-02-03
Per Share Amount: 8.50
Class A Common Stock Symbol: SCWX
Class A Common Stock Market: Nasdaq
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000247
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger as outlined in the Agreement and Plan of Merger dated October 21, 2024. In this merger, Project Green Merger Sub, Inc., a subsidiary of Sophos Inc., merged with SecureWorks Corp., making SecureWorks a wholly owned subsidiary of Sophos. Following the merger, SecureWorks Corp. has cancelled all offerings of Class A Common Stock under several previously filed S-8 registration statements. The document serves as a post-effective amendment to deregister unsold securities from these statements and terminates their effectiveness.
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Additional details:
Registration Statement Number: 333-210866
Registration Statement Number: 333-225925
Registration Statement Number: 333-237531
Registration Statement Number: 333-257299
Registration Statement Number: 333-273021
Registration Statement Number: 333-280496
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000248
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger with Sophos Inc. and its subsidiary, Project Green Merger Sub, Inc. According to the Merger Agreement dated October 21, 2024, Merger Sub merged with SecureWorks, resulting in SecureWorks continuing as the surviving corporation and becoming a wholly owned subsidiary of Sophos. Following the merger, SecureWorks terminated all offerings of Class A Common Stock under previously filed Registration Statements. The document includes the deregistration of unsold securities from these Registration Statements, amending them as appropriate. The Registrant confirms its compliance with the requirements for filing on Form S-8, certifying that there are reasonable grounds for this filing. The Merger and related transactions are subject to the full text of the Merger Agreement, which is to be interpreted in a complete context.
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Additional details:
Registration Statement No: 333-210866
Registration Statement No: 333-225925
Registration Statement No: 333-237531
Registration Statement No: 333-257299
Registration Statement No: 333-273021
Registration Statement No: 333-280496
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000249
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger with Sophos Inc., as outlined in the Merger Agreement dated October 21, 2024. Following this merger, SecureWorks Corp. became a wholly owned subsidiary of Sophos Inc. The filing contains amendments to multiple prior S-8 Registration Statements in light of this corporate action, including the termination of offerings of Class A Common Stock associated with these registrations. The Registrant has also deregistered any unsold or unissued securities from the referenced Registration Statements. The actions taken reflect compliance with the undertakings made in the original filings, ensuring that any securities no longer needed post-merger are properly removed from registration.
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Additional details:
Registration Statements: Registration Statement No. 333-210866
Registration Statements: Registration Statement No. 333-225925
Registration Statements: Registration Statement No. 333-237531
Registration Statements: Registration Statement No. 333-257299
Registration Statements: Registration Statement No. 333-273021
Registration Statements: Registration Statement No. 333-280496
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000250
Filing Summary: On February 3, 2025, SecureWorks Corp. completed the previously announced merger with Sophos Inc. and its subsidiary, Project Green Merger Sub, Inc. The merger resulted in Merger Sub merging into SecureWorks Corp., which continued as the surviving corporation and became a wholly owned subsidiary of Sophos Inc. Following the merger, SecureWorks has terminated all offerings of its Class A Common Stock pursuant to previously filed Registration Statements. These include six separate Registration Statements that registered shares of Class A Common Stock issuable under the SecureWorks Corp. 2016 Long-Term Incentive Plan. The Registrant also records the removal and withdrawal of unsold securities as part of the post-effective amendments to the Registration Statements, stating they will deregister any and all such securities that remain unsold or unissued as of the filing date.
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Additional details:
Registration Statement Number: 333-210866
Registered Shares: 8500000
Registration Statement Number: 333-225925
Registered Shares: 4000000
Registration Statement Number: 333-237531
Registered Shares: 2600000
Registration Statement Number: 333-257299
Registered Shares: 5804867
Registration Statement Number: 333-273021
Registered Shares: 7500000
Registration Statement Number: 333-280496
Registered Shares: 7500000
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000251
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger with Sophos Inc., outlined in the Merger Agreement dated October 21, 2024. Following the merger, SecureWorks became a wholly owned subsidiary of Sophos. As a result, SecureWorks has terminated all stock offerings related to its previous registration statements under Form S-8 and has amended the statements to deregister any unsold securities.
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Additional details:
Registration Statement Number: 333-210866
Shares Registered: 8500000
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Registration Statement Number: 333-225925
Shares Registered: 4000000
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Registration Statement Number: 333-237531
Shares Registered: 2600000
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Registration Statement Number: 333-257299
Shares Registered: 5804867
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Registration Statement Number: 333-273021
Shares Registered: 7500000
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Registration Statement Number: 333-280496
Shares Registered: 7500000
Plan Name: SecureWorks Corp. 2016 Long-Term Incentive Plan
Form Type: S-8 POS
Filing Date: 2025-02-03
Corporate Action: Merger
Type: New
Accession Number: 000095014225000252
Filing Summary: On February 3, 2025, SecureWorks Corp. completed a merger with Sophos Inc., as per the Agreement and Plan of Merger dated October 21, 2024. In this transaction, SecureWorks Corp. was merged with Project Green Merger Sub, Inc., a subsidiary of Sophos, leading to SecureWorks becoming a wholly owned subsidiary of Sophos. Consequently, SecureWorks has terminated all offerings of its Class A Common Stock associated with several previously filed Registration Statements including Nos. 333-210866, 333-225925, 333-237531, 333-257299, 333-273021, and 333-280496. The Registrant has deregistered any unsold or unissued securities from these Statements and amended them accordingly to reflect this termination of effectiveness.
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Additional details:
Registration Statement Number: 333-210866
Shares Registered: 8500000
Registration Statement Number: 333-225925
Shares Registered: 4000000
Registration Statement Number: 333-237531
Shares Registered: 2600000
Registration Statement Number: 333-257299
Shares Registered: 5804867
Registration Statement Number: 333-273021
Shares Registered: 7500000
Registration Statement Number: 333-280496
Shares Registered: 7500000
Merger Sub Name: Project Green Merger Sub, Inc.
Parent Company: Sophos Inc.
Merger Effective Date: 2025-02-03
Form Type: 8-K
Filing Date: 2025-01-22
Corporate Action: Merger
Type: Update
Accession Number: 000095014225000165
Filing Summary: SecureWorks Corp. filed this 8-K to provide updates regarding the previously disclosed merger agreement with Sophos Inc. and its subsidiary, Project Green Merger Sub, Inc. The document outlines the details surrounding the merger process, including the timeline of events leading up to the current filing. It references a preliminary information statement filed on November 12, 2024, and a definitive statement filed on November 22, 2024. The filing also addresses a demand letter received from a purported stockholder raising issues related to disclosures in the preliminary information statement. While SecureWorks denies the allegations outlined in the demand letter, it has chosen to supplement its definitive information statement to provide additional context. The document emphasizes the importance of these disclosures in relation to the ongoing merger process and urges stockholders to read the definitive information statement and any related documents for complete understanding.
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Additional details:
Date Of Merger: 2024-10-21
Preliminary Information Statement Date: 2024-11-12
Definitive Information Statement Date: 2024-11-22
Demand Letter Date: 2024-11-15
Merger Status: pending
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Merger
Type: New
Accession Number: 000095014224002994
Filing Summary: SecureWorks Corp. entered into an Agreement and Plan of Merger with Sophos Inc. and its wholly owned subsidiary, Project Green Merger Sub, Inc. Under this agreement, Merger Sub will merge with SecureWorks, which will continue as the surviving corporation and become a wholly owned subsidiary of Sophos Inc. In connection with the merger, Chief Financial Officer Alpana Wegner may receive accelerated restricted stock units (RSUs) that were originally scheduled to vest in March 2025, which were approved by the Compensation Committee on December 20, 2024. This acceleration aims to mitigate tax impacts under Sections 280G and 4999 of the Internal Revenue Code, preserving tax deductions for the company. The document includes forward-looking statements regarding the merger's completion and risks involved, such as regulatory approvals, potential litigation, and business disruptions during the merger process. Stockholders are encouraged to read the definitive information statement filed regarding the merger, which contains important information about the process and related risks.
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Additional details:
Date Of Report: 2024-12-20
Merger Agreement Date: 2024-10-21
Accelerated Rsus: 91914
Original Vesting Date: 2025-03-18
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