10 unchanged sentences
Changes in Internal Control Over Financial Reporting.
−Removed: Except for the acquisition of Interwork described above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act, that occurred during the three months ended June 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for the acquisition of Interwork described above, there has been no change in our internal control over financial reporting identified in connection with the evaluation required
+Added: by Rule 13a-15(d) under the Exchange Act, that occurred during the three months ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
– Legal Proceedings
−Removed: By letter dated January 22, 2020, a shareholder of the Company demanded that the Board of Directors investigate and bring an action against the Company’s former Chairman, President and Chief Executive Officer, Simon Nynens, for his breaches of certain restrictive covenants contained in the separation agreement he entered into with the Company on or about May 11, 2018.
−Removed: Following receipt of the shareholder demand, the Company filed a lawsuit against Mr.
−Removed: Nynens, Shepherd Kaplan Krochuk, LLC (“SKK”), and North & Webster SSG, LLC (“N&W,” and together with SKK, the “N&W Group”) on February 14, 2020, in the Superior Court of New Jersey Monmouth County.
−Removed: The Company’s complaint asserts claims against Mr.
−Removed: Nynens for his breaches of his separation agreement with the Company and claims for tortious interference against the N&W Group for inducing Mr.
−Removed: Nynens to commit those breaches.
−Removed: In connection with its claims, the Company was seeking monetary damages, injunctive relief, and a declaratory judgment against Mr.
−Removed: Nynens and the N&W Group.
−Removed: Previously, the Company had received unsolicited acquisition proposals from the N&W Group to acquire all of the outstanding shares of common stock of the Company.
−Removed: The Company received the most recent unsolicited acquisition proposal from the N&W Group on December 10, 2019, and that proposal expired on its own terms on December 16, 2019.
−Removed: Prior to that, Mr.
−Removed: Nynens entered into an agreement with the N&W Group on November 27, 2019, granting SKK an irrevocable proxy to vote his shares of our common stock in favor of any acquisition proposal by SKK, against any third-party acquisition,
−Removed: and as directed by SKK with respect to the election of directors nominated by persons other than the Company.
−Removed: On December 20, 2019, Mr.
−Removed: Nynens nominated four individuals for election to our Board of Directors at the 2020 annual meeting of stockholders.
−Removed: On April 16, 2020 (the “Effective Date”), the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Mr.
−Removed: Nynens and the N&W Group.
−Removed: Pursuant to the Settlement Agreement, the Company has agreed to voluntarily dismiss its complaint with prejudice against Nynens, SKK, and N&W filed in the Superior Court of New Jersey Monmouth County on or about February 14, 2020.
−Removed: The Company has also agreed to purchase all of Nynens’ 261,631 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) owned, of record or beneficially, as of the Effective Date, at a price set by calculating the volume-weighted average price of such shares trading on the NASDAQ Global Market for the ten trading days ending on the close of the trading day immediately preceding the Effective Date, and with each party paying for its own fees and expenses.
−Removed: As of the Effective Date, Nynens and the SKK Parties have agreed to terminate that certain agreement among Nynens, SKK and N&W, dated November 27, 2019, pursuant to which the parties thereto agreed to form an investment vehicle in order to acquire up to 100% of the outstanding capital stock of the Company.
−Removed: Further, the SKK Parties have agreed to terminate the Joint Filing Agreement, dated November 27, 2019, by and between Nynens and the SKK Parties.
−Removed: Additionally, as of the Effective Date, Nynens agreed to withdraw the notice of intent to nominate director candidates for election at the 2020 annual meeting of stockholders of the Company, submitted by Nynens on December 20, 2019, and to cease all solicitation of proxies and other activities in connection with such annual meeting.
−Removed: On April 23, 2020, the Company completed the purchase of 261,631 shares of common stock at $13.19 per share pursuant to the Settlement Agreement, representing approximately 5.8% of the issued and outstanding common stock of the Company, for a purchase price of $3.5 million.
+Added: Please see Note 18 to the “Consolidated Condensed Financial Statements” of this Quarterly Report on Form 10-Q regarding certain legal proceedings that were terminated prior to the period covered by this Quarterly Report on Form 10-Q (the “Proceedings”).
+Added: A description of the Proceedings is included in Part II, Item 1, “Legal Proceedings” of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and Part I, Item 3 “Legal Proceedings” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and are incorporated herein by reference.
– Risk Factors
−Removed: Except as set forth below, during the quarter ended June 30, 2020, there were no material changes to the Risk Factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
+Added: Except as set forth below, during the quarter ended September 30, 2020, there were no material changes to the Risk Factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The current COVID-19 pandemic and other public health threats or outbreaks of communicable diseases could have a material adverse effect on the Company’s operations and financial results.
15 unchanged sentences
- Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The table below sets forth the repurchase of Common Stock by the Company and its affiliated purchasers during the second quarter of 2020.
+Added: The table below sets forth the repurchase of Common Stock by the Company and its affiliated purchasers during the third quarter of 2020.
ISSUER PURCHASE OF EQUITY SECURITIES
Part of Publicly
−Removed: April 1, 2020 - April 30, 2020
−Removed: May 1, 2020 - May 31, 2020
−Removed: June 1, 2020 - June 30, 2020
−Removed: (1) Includes 261,631 shares repurchased pursuant to a Settlement Agreement the Company entered into with Simon F.
−Removed: Nijnens, Shepherd Kaplan Krochuk, LLC, a Delaware limited liability company, North & Webster SSG, LLC, a Delaware limited liability company and each of Dennis Crowley, David Shepherd, David Kaplan, Timothy Krochuk and Samuel Kidston.
+Added: July 1, 2020 - July 31, 2020
+Added: August 1, 2020 - August 31, 2020
+Added: September 1, 2020 - September 30, 2020
(1) Includes 2,408 shares surrendered to the Company by employees to satisfy individual tax withholding obligations upon vesting of previously issued shares of Restricted Stock.
5 unchanged sentences
The Common Stock repurchase program does not have an expiration date.
+Added: – Defaults Upon Senior Securities
+Added: – Mine Safety Disclosures
+Added: – Other Information
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Dale Foster, the Chief Executive Officer (principal executive officer) of the Company.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Michael Vesey, the Vice President and Chief Financial Officer (principal financial and accounting officer) of the Company.
−Removed: The following financial information from Wayside Technology Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020, formatted in XBRL (Extensible Business Reporting Language) includes:
+Added: The following financial information from Wayside Technology Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020, formatted in XBRL (Extensible Business Reporting Language) includes:
(1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Income, (3) Condensed Consolidated Statements of Stockholders’ Equity, (4) Condensed Consolidated Statements of Comprehensive Income, (5) Condensed Consolidated Statements of Cash Flows, and (6) the Notes to the Unaudited Condensed Consolidated Financial Statements.
1 unchanged sentence
WAYSIDE TECHNOLOGY GROUP, INC
−Removed: August 14, 2020
+Added: November 12, 2020
/s/ Dale Foster
Dale Foster, Chief Executive Officer (Principal Executive Officer)
−Removed: August 14, 2020
+Added: November 12, 2020
/s/ Michael Vesey
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.