DGI Digitalglobe, (delisted)

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): October 6, 2017

Registrant’s telephone number, including area code (303) 684-4000

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 (see General Instruction A.2. below):

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (§240.12b-2 of this chapter).

Emerging growth company  o

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.    o

of the shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time and (ii) a fraction, the numerator of which was the Cash Consideration and the denominator of which is the sum of (A) the Cash Consideration and (B) the Parent Share Consideration Value (as defined below) .  The “Parent Share Consideration Value” was the product of the Stock Consideration and the Parent Closing Stock Value (defined below).  The “Parent Closing Stock Value” was the average of the closing sale prices of the Parent Common Shares on the TSX for the period of five trading days immediately preceding the date on which the Effective Time occurred, converted from Canadian dollars to U.S. dollars using the Bank of Canada’s daily average Canada/U.S. exchange rate for each such trading day.

The share component of the Option Consideration for a Company Option was equal to (a) the positive difference, if any, between (i) the product of the Parent Share Consideration Value and the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time less (ii) the aggregate exercise price of the shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time reduced by the Total Cash Exercise Price, divided by (b) the Parent Closing Stock Value.

(b) Each restricted stock unit denominated in shares of Company Common Stock (each a “ Company RSU ”) subject to unsatisfied performance conditions for a performance period that included the date on which the closing of the Merger occurred (each a “ Company Performance-Based RSU ”) that was outstanding immediately before the Effective Time, whether vested or unvested, and each Company RSU that was not a Company Performance-Based RSU and that was, immediately prior to the Effective Time and after giving effect to any accelerated vesting in connection with the transactions contemplated by the Merger Agreement, vested (each a “ Company Vested Time-Based RSU ”), was cancelled in exchange for the right to receive (subject to applicable tax withholding or other amounts required by applicable law to be withheld) the Merger Consideration for each share of Company Common Stock subject to such Company RSU. The number of shares of Company Common Stock subject to Company Performance-Based RSUs that, at the Effective Time, remained subject to unsatisfied performance conditions for a performance period that included the date on which the Effective Time occurred, was determined as though such performance conditions were satisfied at the applicable “target” level (except as to any such performance condition based on a relative total stockholder return measure) and, as to any applicable unsatisfied performance condition based on a relative total stockholder return measure for a performance period that included the date on which the closing of the Merger occurred, as though the applicable performance period ended with the trading day immediately preceding the date on which the Effective Time occurred and using an average of the closing prices for a share of Company Common Stock for the period of five trading days immediately preceding the date on which the Effective Time occurred as the value of the Company Common Stock at the end of such performance period for purposes of such performance determination; and

(c) Each Company RSU that is not a Company Performance-Based RSU and that was not, immediately prior to the Effective Time and after giving effect to any accelerated vesting in connection with the transactions contemplated by the Merger Agreement, vested (each a “ Company Unvested Time-Based RSU ”) that was outstanding immediately before the Effective Time was automatically and without any required action on the part of any holder or beneficiary thereof, assumed by Maxar (each, a “ Converted RSU ”).  Each Converted RSU represents the right to receive (subject to applicable tax withholding or other amounts required by applicable law to be withheld) (a) an amount in cash equal to the product of (i) the Cash Consideration multiplied by (ii) the total number of shares of Company Common Stock subject to such Company RSU (the “ Converted RSU Cash Consideration ”), and (b) a number of Parent Common Shares equal to the product of (i) the Stock Consideration multiplied by (ii) the total number of shares of Company Common Stock subject to such Company RSU.  Each Converted RSU continues to have and be subject to substantially the same terms and conditions as were applicable to such Company RSU immediately before the Effective Time (including vesting conditions and dividend equivalent rights), except that each Converted RSU was deemed fully vested upon the Effective Time as to the Converted RSU Cash Consideration.

The foregoing description of the Merger is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2017, and is incorporated herein by reference.

The aggregate consideration paid to former shareholders and equityholders of the Company by Maxar in the Merger, including for outstanding Company Options and Company RSUs, was approximately $1,155,484,340 in cash plus

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approximately 19,644,240 Parent Common Shares.  In addition, the Converted RSUs represent the contingent right to receive approximately 592,038 Parent Common Shares (the converted RSUs also represented a right to receive approximately $33,154,313 in cash which was paid on the closing date of the Merger and is included in the aggregate cash consideration number above.).  All of the former holders of shares of Company Convertible Preferred Stock and holders of 352,225 shares of Company Common Stock have taken steps to exercise appraisal rights under Section 262 of the DGCL.  If any such holder abandons or fails to perfect their appraisal rights under the DGCL, such holder will be entitled to receive the Merger Consideration that it would have otherwise been entitled to receive pursuant to the Merger Agreement.  If all such holders abandon or fail to perfect their appraisal rights, the aggregate Merger Consideration that would be payable to such former holders is approximately $59,696,962 in cash and 1,068,405 Parent Common Shares.

Walter S. Scott and Ms. Kley were appointed as executive officers of the Company effective as of the Effective Time. The executive officers’ newly held positions consist of Mr. Jablonsky as President, Mr. McCombe as Chief Financial Officer and Mr. Scott as Executive Vice President, Technical Officer and General Manager, U.S. Government and Ms. Michelle Kley as Secretary.

Information regarding Mr. Jablonsky and Mr. Scott can be found under the  section “Executive Leadership Team” in the proxy statement filed by the Company with the SEC on May 1, 2017, which information is incorporated by reference. Information regarding Mr. McCombe can be found under the sections “Additional Information About MDA—Management of MDA” in the Prospectus filed by Maxar  with the SEC on June 22, 2017, which information is incorporated by reference.

At the Effective Time, Ms. Kley, age 46, was newly appointed as Secretary of the Company. Ms. Kley also serves as senior vice president, general counsel and corporate secretary of Maxar and Holdings, which owns 100% of the outstanding interests of the Company. Ms. Kley joined Space Systems/Loral, LLC (“SSL”), a wholly owned indirect subsidiary of Holdings and an affiliate of the Company, in 2012 as associate general counsel and was promoted to vice president of legal at SSL in 2015.  She was promoted to senior vice president, chief legal and compliance officer and secretary of Holdings in 2016. Ms. Kley is responsible for all legal, contracts, export control and compliance functions across the corporation, including staff at our various business locations worldwide. Ms. Kley is a graduate of Sonoma State University with a Bachelor of Arts degree, with Honors, in psychology. She earned her J.D. degree at the University of California Berkeley Law School (Boalt Hall). Following law school she worked as a corporate associate for Wilson Sonsini Goodrich & Rosati P.C. and Morrison & Foerster LLP. Ms. Kley is admitted to practice law in the State of California and the District of Columbia.

* Certain schedules have been omitted and DigitalGlobe, Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedules upon request.

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