UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. ¨
Introductory Note
On July 7, 2022, GTY Technology Holdings Inc., a Massachusetts corporation (the “Company”), completed its previously announced merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 28, 2022, by and among the Company, GI Georgia Midco, Inc., a Delaware corporation (“Parent”), and GI Georgia Merger Sub Inc., a Massachusetts corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are owned by funds affiliated with GI Partners (collectively, “GI Partners”).
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the consummation of the Merger, the Company terminated the Loan and Security Agreement, dated November 13, 2020, by and among the Company, each of the subsidiary guarantors from time to time party thereto, the financial institutions from time to time party thereto (collectively, the “Lenders”), and Acquiom Agency Services LLC, as agent for the Lenders, as amended on February 4, 2022 and April 1, 2022 by the Company and the applicable guarantor and lender parties (as amended, the “Loan and Security Agreement”), at the effective time of the Merger (the “Effective Time”), and a payment of the amount previously outstanding under the Loan and Security Agreement was made in full in cash.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 7, 2022, the Merger was consummated and, in accordance with the Merger Agreement, each share of Company common stock (the “Common Stock” and each a “Share”) issued and outstanding as of such date (other than Shares owned by the Company as treasury stock immediately prior to the Effective Time, all of which were cancelled) was automatically converted into the right to receive $6.30 in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”), and each former holder of such Shares ceased to have any rights with respect thereto, except the right to receive the Merger Consideration.
Each unexercised Company stock option that was outstanding immediately prior to the Effective Time with an exercise price per Share less than the Merger Consideration was automatically cancelled and converted into the right to receive the Merger Consideration less the exercise price for each underlying Share. Each outstanding and unexercised stock option with an exercise price per Share equal to or greater than the Merger Consideration was cancelled, without payment of any consideration payable therefor, and has no further force or effect.
Each performance-based restricted stock unit of the Company that was outstanding immediately prior to the Effective Time and unvested became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Each time-based restricted stock unit of the Company (“RSU”) that was outstanding immediately prior to the Effective Time and would vest within 12 months following the Effective Time became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Fifty percent (50%) of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time (i.e., those that would not vest within 12 months following the Effective Time) became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share, and the other 50% of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive cash-based awards that pay out in accordance with the vesting schedules that applied to the time-based RSUs that they replaced.
Each Class A exchangeable share of each of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and an indirect wholly owned subsidiary of the Company, and 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and an indirect wholly owned subsidiary of the Company, was effectively redeemed and exchanged for the right to receive the Merger Consideration.
Each warrant to purchase Shares that was unexercised and outstanding immediately prior to the Effective Time automatically ceased to represent a warrant to purchase Shares and converted into the right by the holder of such warrant upon any subsequent exercise to receive the Merger Consideration, provided that the holder of such warrant that properly exercises it by August 6, 2022 will be entitled to receive an estimated Black–Scholes-based value of $0.77 per Share covered by a private placement warrant or $0.71 per Share covered by a public warrant, in each case in accordance with the terms of the warrants. The estimated Black–Scholes-based value is slightly different for the private placement warrants compared to the public warrants due to the existence of a redemption feature in the public warrants that permits the Company to redeem the warrants if the Company’s share price trades above $18.00 per share for a specified period. There is no redemption feature in the private placement warrants.
The aggregate consideration paid by Parent in the Merger was approximately $425.5 million, excluding related transaction fees and expenses. Parent funded the payment of the aggregate consideration through a combination of cash made available to Parent by cash equity contributions from funds affiliated with GI Partners and debt financing.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2022 and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on July 7, 2022 of the consummation of the Merger. Trading in the Common Stock was suspended prior to the open of trading on July 7, 2022. The Company also requested that Nasdaq file with the SEC an application on Form 25 to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting the deregistration of the Common Stock and public warrants under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the consummation of the Merger, each of William D. Green, Harry L. You, Randolph L. Cowen, TJ Parass, Joseph M. Tucci, and Charles E. Wert resigned as directors of the Board of Directors of the Company (the “Company Board”) and from all committees of the Company Board on which such directors served, effective as of the Effective Time. At the Effective Time and by operation of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, Travis Pearson, Sendil Rajendran, Agnes Krygier and Sandesh Shettar, became the directors of the Company (as the surviving corporation). Additionally, effective as of immediately after the Effective Time, TJ Parass was appointed as a director of the Company.
The officers of the Company immediately prior to the Effective Time continue to serve as officers of the Company (as the surviving corporation).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety, and such amended and restated bylaws became the bylaws of the Company (as the surviving corporation). The amended and restated bylaws of the Company are identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to the name of Merger Sub therein were changed to refer to the name of the Company. A copy of the amended and restated bylaws of the Company (as the surviving corporation) is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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| Item 8.01 | Other Events. |
On July 7, 2022, the Company and GI Partners issued a joint press release announcing the consummation of the Merger. A copy of that press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1† | Agreement and Plan of Merger, dated April 28, 2022, by and among GTY Technology Holdings Inc., GI Georgia Midco, Inc. and GI Georgia Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2022) | |
| 3.1 | Amended and Restated Bylaws of GTY Technology Holdings Inc. | |
| 99.1 | Joint press release issued by GTY Technology Holdings Inc. and GI Partners dated July 7, 2022 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL Document) |
| † | Certain schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
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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 hereunto duly authorized.
| GTY TECHNOLOGY HOLDINGS INC. | ||
| By: | /s/ Jon C. Bourne | |
| Name: Jon C. Bourne | ||
|
Title: Executive Vice President, General Counsel and Secretary |
||
| Dated: July 7, 2022 | ||
Exhibit 3.1
AMENDED AND RESTATED BYLAWS
of
GTY TECHNOLOGY HOLDINGS INC.
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the Articles of Organization. These Bylaws, the powers of the corporation and of its directors and shareholders, or of any class of shareholders if the corporation has more than one class of stock, and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
Section 2. SHAREHOLDERS
2.1. Annual Meeting. The annual meeting of shareholders shall be held on the date and at the time that the board of directors shall each year fix, (unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday) or at such other date and time as shall be determined from time to time by the board of directors. Purposes for which an annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these Bylaws, may be specified by the president or by the directors.
2.2. Special Meetings. A special meeting of the shareholders may be called at any time by the president or by the directors. Each call of a meeting shall state the place, date, hour and purposes of the meeting.
2.3. Place of Meetings. All meetings of the shareholders shall be held at the principal office of the corporation in Massachusetts or, to the extent permitted by the Articles of Organization, at such other place within the United States as shall be fixed by the president or the directors. Any adjourned session of any meeting of the shareholders shall be held at the same city or town as the initial session, or within Massachusetts, in either case at the place designated in the vote of adjournment.
2.4. Notice of Meetings. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be given at least seven days before the meeting to each shareholder entitled to vote at such meeting and to each shareholder who, by law, by the Articles of Organization or by these Bylaws, is entitled to notice, by leaving such notice with such shareholder or at such shareholder's residence or usual place of business, or by mailing it, postage prepaid, addressed to such shareholder at such shareholder's address as it appears in the records of the corporation. Such notice shall be given by the secretary or an assistant secretary or by an officer designated by the directors. Whenever notice of a meeting is required to be given to a shareholder under any provision of the Business Corporation Law of The Commonwealth of Massachusetts or of the Articles of Organization or these Bylaws, a written waiver thereof, executed before or after the meeting by such shareholder or such shareholder's attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
2.5. Quorum of Shareholders. At any meeting of the shareholders, a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except when a larger quorum is required by law, by the Articles of Organization or by these Bylaws. Stock owned directly or indirectly by the corporation, if any, shall not be deemed outstanding for this purpose. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the Articles of Organization or by these Bylaws. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election.
2.7. Voting. Shareholders entitled to vote shall have one vote for each share of stock entitled to vote held by them of record according to the records of the corporation, unless otherwise provided by the Articles of Organization. The corporation shall not, directly or indirectly, vote any share of its own stock.
2.8. Action by Writing. Any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if all shareholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of shareholders. Such consents shall be treated for all purposes as a vote at a meeting.
2.9. Proxies. To the extent permitted by law, shareholders entitled to vote may vote either in person or by proxy. Except to the extent permitted by law, no proxy dated more than six months before the meeting named therein shall be valid. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders of the proxies to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. Number. The directors shall initially be Travis Pearson, Sendil Rajendran and David Smolen. The corporation shall have not less than one (1) director, the number of directors to be fixed from time to time by vote of a majority of the directors then in office; provided, however, that the number of directors shall be fixed at not less than two (2) whenever the corporation shall have only two (2) shareholders and not less than one (1) whenever the corporation shall have only one (1) shareholder. Except in connection with the election of directors at the annual meeting of shareholders, the number of directors may be decreased only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. No director need be a shareholder.
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3.2. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these Bylaws, each director shall hold office until the next annual meeting of the shareholders and until such director's successor is duly elected and qualified, or until such director sooner dies, resigns, is removed or becomes disqualified.
3.3. Powers. Except as reserved to the shareholders by law, by the Articles of Organization or by these Bylaws, the business of the corporation shall be managed by the directors, who shall have and may exercise all the powers of the corporation. In particular, and without limiting the generality of the foregoing, the directors may at any time issue all or from time to time any part of the unissued capital stock of the corporation from time to time authorized under the Articles of Organization and may determine, subject to any requirements of law, the consideration for which stock is to be issued and the manner of allocating such consideration between capital and surplus.
3.4. Committees. The directors may, by vote of a majority of the directors then in office, elect from their number an executive committee and other committees and delegate to any such committee or committees some or all of the powers of the directors except those which by law, by the Articles of Organization or by these Bylaws they are prohibited from delegating. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the directors or such rules, its business shall be conducted in substantially the same manner as is provided by these Bylaws for the conduct of business by the directors.
3.5. Regular Meetings. Regular meetings of the directors may be held without call or notice at such places and at such times as the directors may from time to time determine, provided that reasonable notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.
3.6. Special Meetings. Special meetings of the directors may be held at any time and at any place designated in the call of the meeting, when called by the chairman of the board, if any, the president or by one or more directors, reasonable notice thereof being given to each director by the secretary or an assistant secretary, or, if the corporation then has no secretary or assistant secretary, by the officer or one of the directors calling the meeting.
3.7. Notice. Notice to a director shall be sufficient if sent to such director by mail at least forty-eight hours or by email at least twenty-four hours before the meeting at such director's usual or last known business or residence address, or if given to such director in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by such director before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting the lack of notice prior to the meeting or at its commencement. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.8. Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
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3.9. Action by Vote. When a quorum is present at any meeting, a majority of the directors present may take any action, except when a larger vote is required by law, by the Articles of Organization or by these Bylaws.
3.10. Action by Writing. Unless the Articles of Organization otherwise provide, any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action, in writing, signed by each director or delivered to the corporation by electronic transmission, and such consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote taken at a meeting.
3.11. Presence through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the incorporators at their initial meeting, or the directors from time to time, may in their discretion elect or appoint. The corporation may also have such agents, if any, as the incorporators at their initial meeting, or the directors from time to time, may in their discretion appoint. Any officer may be, but none need be, a director or shareholder. The secretary shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any two or more offices may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of such officer's duties to the corporation in such amount and with such sureties as the directors may determine.
4.2. Powers. Subject to law, to the Articles of Organization and to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to such officer's office and such duties and powers as the directors may from time to time designate.
4.3. Election. The president, the treasurer and the secretary shall be elected annually by the directors at their first meeting following the annual meeting of the shareholders. Other officers, if any, may be elected or appointed by the board of directors at such meeting or at any other time.
4.4. Tenure. Except as otherwise provided by law or by the Articles of Organization or by these Bylaws, the president, the treasurer and the secretary shall hold office until the first meeting of the directors following the next annual meeting of the shareholders and until their respective successors are chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the shareholders unless a shorter period shall have been specified by the terms of such officer's election or appointment, or in each case until such officer sooner dies, resigns, is removed or becomes disqualified.
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4.5. Chief Executive Officer. The chief executive officer of the corporation shall be the chairman of the board, if any, the president or such other officer as is designated by the directors and shall, subject to the control of the directors, have general charge and supervision of the business of the corporation. If no such designation is made, the president shall be the chief executive officer. Unless the board of directors otherwise specifies, if the corporation does not have a chairman of the board, the chief executive officer shall preside, or designate the person who shall preside, at all meetings of the shareholders and of the board of directors.
4.6. Chairman of the Board. The chairman of the board, if any, shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the directors. Unless the board of directors otherwise specifies, the chairman of the board shall preside, or designate the person who shall preside, at all meetings of the shareholders and of the board of directors.
4.7. President and Vice Presidents. The president shall have the duties and powers specified in these Bylaws and shall have such other duties and powers as may be determined by the directors.
Any vice presidents shall have such duties and powers as shall be designated from time to time by the directors.
4.8. Treasurer and Assistant Treasurers. Except as the directors shall otherwise determine, the treasurer shall be the chief financial and accounting officer of the corporation and shall be in charge of its funds and valuable papers, books of account and accounting records, and shall have such other duties and powers as may be designated from time to time by the directors.
Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the directors.
4.9. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the shareholders in a book or series of books to be kept therefor, which books shall be kept at the principal office of the corporation or at the office of its transfer agent or of its secretary and shall be open at all reasonable times to the inspection of any shareholder. In the absence of the secretary from any meeting of shareholders, an assistant secretary, or in the absence of an assistant secretary, a temporary secretary chosen at the meeting, shall record the proceedings thereof in the aforesaid book. Unless a transfer agent has been appointed, the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all shareholders and the amount of stock held by each. The secretary shall keep a true record of the proceedings of all meetings of the directors and, in the secretary's absence from any such meeting, an assistant secretary, or in the absence of an assistant secretary, a temporary secretary chosen at the meeting, shall record the proceedings thereof.
Any assistant secretaries shall have such other duties and powers as shall be designated from time to time by the directors.
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Section 5. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering a resignation in writing to the chairman of the board, if any, the president, the treasurer or the secretary or to a meeting of the directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time. A director (including persons elected by directors to fill vacancies in the board) may be removed from office (a) with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of such director or (b) with cause by the vote of a majority of the directors then in office. The directors may remove any officer elected by them with or without cause by the vote of a majority of the directors then in office. A director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing removal.
Section 6. VACANCIES
Any vacancy in the board of directors, including a vacancy resulting from the enlargement of the board, may be filled by vote of the shareholders or, in the absence of shareholder action, by the directors by vote of a majority of the directors then in office. The directors shall elect a successor if the office of the president, treasurer or secretary becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term and, in the case of the president, treasurer and secretary, until such officer's successor is chosen and qualified, or in each case until such officer sooner dies, resigns, is removed or becomes disqualified. The directors may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 7. CAPITAL STOCK
7.1. Number and Par Value. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue shall be as stated in the Articles of Organization.
7.2. Shares Represented by Certificates and Uncertificated Shares. The board of directors may provide by resolution that some or all of any or all classes and series of shares shall be certificated. Unless such resolution has been adopted, all shares shall be in uncertificated form. If by resolution the board of directors authorizes certificated shares, a shareholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by such shareholder, in such form as shall, in conformity to law, be prescribed from time to time by the directors. Such certificate shall be signed by the chairman of the board, if any, the president or a vice president and by the treasurer or an assistant treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or by a registrar, other than a director, officer or employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to hold such office before such certificate is issued, it may be issued by the corporation with the same effect as if such officer still held such office at the time of its issue.
7.3. Loss of Certificates. In the case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such conditions as the directors may prescribe.
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Section 8. TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the Articles of Organization or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws.
Each shareholder shall have the duty to notify the corporation of such shareholder's post office address.
8.2. Record Date and Closing Transfer Books. The directors may fix in advance a time, which shall be not more than sixty days before the date of any meeting of shareholders or the date for the payment of any dividend or making of any distribution to shareholders or the last day on which the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period. If no record date is fixed and the transfer books are not closed:
(1) The record date for determining shareholders having the right to notice of or to vote at a meeting of shareholders shall be at the close of business on the date immediately preceding the day on which notice is given.
(2) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors acts with respect thereto.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the extent legally permissible, indemnify each of its Directors and officers (including persons who act at its request as Directors, officers or trustees of another organization or in any capacity with respect to any employee benefit plan) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such director or officer in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such director or officer may be involved or with which such director or officer may be threatened, while in office or thereafter, by reason of such individual being or having been such a Director or officer, except
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(a) with respect to any matter as to which such Director or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such individual’s action was in the best interests of the Corporation (any person serving another organization in one or more of the indicated capacities at the request of the Corporation who shall have acted in good faith in the reasonable belief that such individual’s action was in the best interests of such other organization to be deemed as having acted in such manner with respect to the Corporation), or
(b) to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan;
provided however, no indemnification either for said payment or for any other expenses shall be provided as to any matter disposed of by a compromise payment by such Director or officer, pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:
(x) if there are two or more disinterested Directors, by a majority vote of all the disinterested Directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of 2 or more disinterested Directors appointed by such a vote; or
(y) by special legal counsel (i) selected in the manner prescribed in clause (x) above, or (ii) if there are fewer than two disinterested directors, selected by the board of directors, in which selection the directors who do not qualify as disinterested directors may participate; or
(z) by the holders of a majority of the outstanding stock at the time entitled to vote for Directors, voting as a single class, exclusive of any stock owned by any interested Director or officer.
Expenses, including counsel fees, reasonably incurred by any Director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such Director or officer to repay to the Corporation the amounts so paid by the Corporation if it is ultimately determined that indemnification for such expenses is not authorized under this Section 9. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Director or officer may be entitled. As used in this Section 9, the terms, “Director” and “officer” include their respective heirs, executors and administrators, and an “interested” Director or officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. Nothing contained in this Section 9 shall affect any rights to indemnification to which corporate personnel other than Directors or officers may be entitled by contract or otherwise under law.
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No amendment or repeal of this Section 9 on Indemnification of Directors and Officers or the relevant provisions of M.G.L. Chapter 156D shall affect or diminish the rights of any indemnified Director or officer with respect to any action or proceeding arising out of or relating to any actions occurring prior to the final adoption of such amendment or repeal. If the Massachusetts Business Corporation Act is subsequently amended to increase the scope of permitted indemnification, indemnification hereunder shall be provided to the full extent permitted or required by such amendment.
Section 10. MASSACHUSETTS CONTROL SHARE ACQUISITIONS ACT
The provisions of Chapter 110D of the Massachusetts General Laws shall not apply to control share acquisitions of the corporation.
Section 11. CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word "Massachusetts," together with the name of the corporation and the year of its organization, cut or engraved thereon.
Section 12. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.
Section 13. FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
Section 14. AMENDMENTS
These Bylaws may be altered, amended or repealed at any annual or special meeting of the shareholders called for the purpose, of which the notice shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the shareholders. These Bylaws may also be altered, amended or repealed by vote of a majority of the directors then in office, except that the directors shall not take any action which provides for indemnification of directors nor any action to amend this Section 14, and except that the directors shall not take any action unless permitted by law.
Any Bylaw so altered, amended or repealed by the directors may be further altered or amended or reinstated by the shareholders in the above manner.
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Exhibit 99.1
GTY Technology Holdings Inc. Announces Completion of Merger with GI Partners
BOSTON, MASSACHUSETTS, July 7, 2022 – GTY Technology Holdings Inc. (NASDAQ: GTYH) (“GTY” or the “Company”), a leading provider of cloud software solutions for the public sector and GI Partners, a leading private investment firm, today announced the completion of GTY’s acquisition by an affiliate of GI Partners (together with certain affiliated entities, “GI”) for $6.30 per share of GTY common stock in cash. The transaction was announced on April 29, 2022 and received approval from shareholders on June 30, 2022. As a result of the transaction, GTY is now a privately-held company and GTY common stock will no longer be listed on any public market. Through August 6, 2022, each public warrant that was unexercised and outstanding immediately prior to the closing will be exercisable for $0.71 per share covered by a public warrant, in accordance with the terms of the warrants.
About GTY Technology Holdings Inc.
GTY brings leading public sector technology companies together to achieve a new standard in stakeholder engagement and resource management. Through its six business units, GTY offers an intuitive cloud-based suite of solutions for state and local governments, education institutions, and healthcare organizations spanning functions in procurement, payments, grant management, budgeting, and permitting: Bonfire provides strategic sourcing and procurement software to enable confident and compliant spending decisions; CityBase provides government payment solutions to connect constituents with utilities and government agencies; eCivis offers a grant management system to maximize grant revenues and track performance; OpenCounter provides user-friendly software to guide applicants through complex permitting and licensing procedures; Questica offers budget preparation and management software to deliver on financial and non-financial strategic objectives; Sherpa provides public-sector budgeting software and consulting services.
About GI Partners
Founded in 2001, GI Partners is a private investment firm with over 130 employees and offices in San Francisco, New York, Chicago, Greenwich, Scottsdale and Dallas. The firm has assets under management totaling $35 billion and invests on behalf of leading institutional investors around the world through its private equity, real estate, and data infrastructure strategies. The private equity team invests primarily in companies in the healthcare, IT infrastructure, services, and software sectors. The real estate team focuses primarily on technology and life sciences properties as well as other specialized types of real estate. The data infrastructure team invests primarily in hard asset infrastructure businesses underpinning the digital economy. For more information, please visit www.gipartners.com.
GTY Company Contacts:
Investor Relations
ir@gtytechnology.com
877-465-3200
GI Partners Contacts:
Chris Tofalli
Chris Tofalli Public Relations LLC
914-834-4334
chris@tofallipr.com
Gretchen Robinson
GI Partners
GRobinson@gipartners.com
Cover |
Jul. 07, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 07, 2022 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-37931 |
| Entity Registrant Name | GTY TECHNOLOGY HOLDINGS INC. |
| Entity Central Index Key | 0001682325 |
| Entity Tax Identification Number | 83-2860149 |
| Entity Incorporation, State or Country Code | MA |
| Entity Address, Address Line One | 800 Boylston Street |
| Entity Address, Address Line Two | 16th Floor |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02199 |
| City Area Code | 877 |
| Local Phone Number | 465-3200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | GTYH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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