false 0001722482 --12-31 0001722482 2022-05-16 2022-05-16 0001722482 us-gaap:CommonStockMember 2022-05-16 2022-05-16 0001722482 us-gaap:SeriesAPreferredStockMember 2022-05-16 2022-05-16

 

 

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): May 16, 2022

 

 

 

LOGO

Avantor, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38912   82-2758923

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)

(610) 386-1700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

☐

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

 

☐

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

 

☐

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

 

☐

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.01 par value   AVTR   New York Stock Exchange
6.250% Series A Mandatory Convertible Preferred Stock, $0.01 par value   AVTR PRA   New York Stock Exchange

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 ☐

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. ☐

 

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the mandatory conversion of all the outstanding shares (the “Shares”) of Avantor, Inc.’s (the “Company”) 6.250% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), on May 16, 2022 in accordance with their terms, the Company notified the New York Stock Exchange (“NYSE”) of the conversion and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a notification on Form 25 to report the delisting of the Preferred Stock from the NYSE and to deregister the Shares 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 suspending the Company’s reporting obligations with respect to the Preferred Stock under Sections 13 and 15(d) of the Exchange Act.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 17, 2022, the Company filed a Certificate of Elimination with respect to the Preferred Stock, which upon filing with the Secretary of State of the State of Delaware (“Delaware Secretary”), eliminated from the Third Amended and Restated Certificate of Incorporation of the Company, as heretofore amended, all matters set forth in the Certificate of Designations (the “Certificate of Designations”) with respect to the Preferred Stock, filed with the Delaware Secretary on May 20, 2019.

A copy of the Certificate of Elimination relating to the Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01

Other Events.

The information set forth in Item 3.01 and Item 5.03 is incorporated by reference into this Item 8.01.

On May 16, 2022, all outstanding Shares of Preferred Stock automatically converted into shares of the Company’s common stock pursuant to the Certificate of Designations. The conversion rate for each Share of Preferred Stock was 3.0395 shares of the Company’s common stock, subject to receipt of cash in lieu of fractional shares. Following the mandatory conversion of the Preferred Stock, there were no outstanding Shares of Preferred Stock.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit

Number

   

Description

3.1    Certificate of Elimination relating to the 6.250% Series A Mandatory Convertible Preferred Stock
104    Cover Page Interactive Data File (formatted as Inline XBRL)

 

2

SIGNATURES

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.

 

Date: May 17, 2022       Avantor, Inc.
    By:  

/s/ Justin Miller

      Justin Miller
      Executive Vice President, General Counsel and Secretary
      (Duly Authorized Officer)

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF THE

6.250% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

OF AVANTOR, INC.

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

Avantor, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Second Amended and Restated Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of twenty-five million (25,000,000) shares of Preferred Stock designated as the “6.250% Series A Mandatory Convertible Preferred Stock,” and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on May 20, 2019, filed a Certificate of Designations with respect to such 6.250% Series A Mandatory Convertible Preferred Stock in the office of the Secretary of State of the State of Delaware.

2. That no shares of said 6.250% Series A Mandatory Convertible Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designations.

3. That the Board of Directors of the Company has adopted the following resolutions:

WHEREAS, by resolution of the Board of Directors of the Company and by a Certificate of Designations (the “Certificate of Designations”) filed in the office of the Secretary of State of the State of Delaware on May 20, 2019, the Company authorized the issuance of a series of twenty-five million (25,000,000) shares of 6.250% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share, of the Company (the “6.250% Series A Mandatory Convertible Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof;

WHEREAS, 20,700,000 shares of such 6.250% Series A Mandatory Convertible Preferred Stock were issued by the Company in 2019 and all such shares shall have been reacquired by the Company pursuant to the conversion thereof into shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”);

WHEREAS, pursuant to such conversion, no shares of such 6.250% Series A Mandatory Convertible Preferred Stock shall be outstanding and no shares of such 6.250% Series A Mandatory Convertible Preferred Stock shall be issued subject to said Certificate of Designations; and

WHEREAS, upon such conversion, it is desirable that all matters set forth in the Certificate of Designations with respect to such 6.250% Series A Mandatory Convertible Preferred Stock be eliminated from the Third Amended and Restated Certificate of Incorporation of the Company.

NOW, THEREFORE, BE IT AND IT HEREBY IS:

RESOLVED, that, pursuant to the conversion of all shares of 6.250% Series A Mandatory Convertible Preferred Stock into shares of Common Stock, all matters set forth in the Certificate of Designations with respect to such 6.250% Series A Mandatory Convertible Preferred Stock be eliminated from the Third Amended and Restated Certificate of Incorporation of the Company; and it is further

RESOLVED, that, pursuant to the conversion of all shares of 6.250% Series A Mandatory Convertible Preferred Stock into shares of Common Stock, the officers of the Company be, and hereby are, authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designations with respect to such 6.250% Series A Mandatory Convertible Preferred Stock shall be eliminated from the Third Amended and Restated Certificate of Incorporation of the Company.

4. That, accordingly, all matters set forth in the Certificate of Designations with respect to the 6.250% Series A Mandatory Convertible Preferred Stock be, and hereby are, eliminated from the Third Amended and Restated Certificate of Incorporation of the Company.

[Signature Page Follows]

 

2

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its duly authorized officer this 17th day of May, 2022.

 

AVANTOR, INC.
By:   /s/ Justin Miller
  Name: Justin Miller
  Office: Executive Vice President, General Counsel and Secretary