4 unchanged sentences
Evaluation of Disclosure Controls and Procedures as of December 31, 2020
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.
15 unchanged sentences
Other Information
+Added: On February 25, 2021, the Company’s Board of Directors (the “Board”) amended and restated the Company’s By-Law Number 1 (as amended and restated, the “Amended and Restated By-Laws”) to make the following changes:
+Added: Added provisions to permit notices and other Company documents to be delivered electronically.
+Added: Added provisions to permit shareholders, directors, officers or any other person to sign Company documents using an electronic signature.
+Added: Added provisions to permit any meeting required under the Business Corporations Act of New Brunswick, the Amended and Restated By-Laws, or any other law applicable to the Company, to be held as a virtual meeting or a hybrid meeting.
+Added: Amended a provision to permit meetings of directors or committees of directors to be convened as virtual meetings or hybrid meetings, including any participation through electronic means where all persons participating can hear each other.
+Added: Removed references to “unanimous shareholder agreement” throughout the Amended and Restated By-Laws.
+Added: Enumerated additional potential officers that may be appointed by the Board, including a chief financial officer and a chief accounting officer, and enumerated the duties and powers of the chief financial officer.
+Added: Removed a requirement that voting at a meeting of shareholders be conducted by a show of hands.
+Added: Amended a provision to allow the Company’s listed securities to be eligible to be recorded and maintained on the books of its transfer agent without the issuance of a physical stock certificate.
+Added: Removed a provision requiring the payment of cash dividends by check.
+Added: Other immaterial or non-substantive administrative or clarifying changes.
+Added: The Amended and Restated By-Laws were effective immediately and will be submitted to the shareholders of the Company for confirmation at the 2021 Annual and Special Meeting of Shareholders.
+Added: The Amended and Restated By-Laws, along with a copy marked to show the changes from the prior version of the Company’s By-Law Number 1, as amended, are filed herewith as Exhibits 3.2 and 3.3, respectively.
+Added: The above description of the changes contained in the Amended and Restated By-Laws is qualified by reference to the full text of the Amended and Restated By-Laws, which are incorporated herein by reference.
Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
6 unchanged sentences
Investor Relations, 125 Middlesex Turnpike, Bedford, MA 01730, United States.
−Removed: The Company intends to satisfy the disclosure requirement under Nasdaq rules regarding waivers or under Item 5.05 of Form 8-K regarding disclosure of an amendment to, or waiver from, a provision of this Code of Ethics and Business Conduct with respect to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on the Company’s website at https://www.novanta.com in the “About Us” section, unless a Form 8-K is otherwise required by law or applicable listing rules.
+Added: The Company intends to satisfy the disclosure requirement under Nasdaq rules regarding waivers or under Item 5.05 of Form 8-K regarding disclosure of an amendment to, or waiver from, a provision of this Code of Ethics and Business Conduct, including with respect to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on the Company’s website at https://www.novanta.com in the “About Us” section, unless a Form 8-K is otherwise required by law or applicable listing rules.
The remainder of the response to this item is contained in the Proxy Statement for the Company’s Annual Meeting of Shareholders scheduled to be held on May 13, 2021 and is incorporated herein by reference.
18 unchanged sentences
Furnished Herewith
−Removed: Securities Purchase Agreement dated January 15, 2013, between NDSSI Holdings, LLC, NDS Surgical Imaging, Inc., GSI Group Inc.
−Removed: and GSI Group Limited UK
−Removed: Equity Purchase Agreement dated February 18, 2014, between JADAK, LLC, JADAK Technologies, Inc., Advanced Data Capture Corporation, GSI Group Inc.
−Removed: and GSI Group Corporation
−Removed: Asset and Equity Purchase Agreement, dated June 24, 2014, by and among GSI Group Inc., Excel Technology, Inc., Continuum Electro-Optics, Inc., GSI Europe GmbH, GSI Group France S.A.S., GSI Group Japan Corporation and Amplitude Laser, Inc.
−Removed: and Amplitude Technologies, S.A.
−Removed: (The registrant hereby agrees to furnish a copy of any omitted schedule to the Commission upon request.)
−Removed: Purchase Agreement, dated April 15, 2015, by and among GSI Group Limited, GSI Group Corporation, GSI Group Europe GmbH, GSI Group Japan Corporation, GSI Group Precision Technologies (Suzhou) Co., LTD., GSI Group Inc., JKL Newco Limited, and SPI Lasers UK Limited, SPI Lasers LLC, SPI Lasers (Shanghai) Co., Ltd.
−Removed: and Trumpf Corporation.
−Removed: (The registrant hereby agrees to furnish a copy of any omitted schedule to the Commission upon request.)
Agreement on the Sale and Transfer of all Shares in W.O.M.
2 unchanged sentences
By-Laws of the Registrant, as amended
+Added: Redlined By-Laws of the Registrant, as amended
Articles of Reorganization of the Registrant, dated July 23, 2010
8 unchanged sentences
Form of Stock Option Grant Notice and Stock Option Agreement
+Added: Incorporated by Reference
+Added: Exhibit Number
+Added: Exhibit Description
+Added: Furnished Herewith
Restricted Stock Unit Award Agreement
22 unchanged sentences
Form of Director Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement
+Added: Incorporated by Reference
+Added: Exhibit Number
+Added: Exhibit Description
+Added: Furnished Herewith
+Added: First Amendment to Third Amended and Restated Credit Agreement, dated March 27, 2020
+Added: Second Amendment to Third Amended and Restated Credit Agreement, dated June 2, 2020
Subsidiaries of the Registrant
21 unchanged sentences
Chief Executive Officer
−Removed: February 26, 2020
+Added: March 1, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
1 unchanged sentence
Director, Chief Executive Officer
−Removed: February 26, 2020
+Added: March 1, 2021
Matthijs Glastra
1 unchanged sentence
Chief Financial Officer
−Removed: February 26, 2020
+Added: March 1, 2021
Chief Accounting Officer and Corporate Controller
−Removed: February 26, 2020
+Added: March 1, 2021
/s/ Stephen W.
Chairman of the Board of Directors
−Removed: February 26, 2020
−Removed: February 26, 2020
−Removed: February 26, 2020
−Removed: /s/ Dominic A.
−Removed: February 26, 2020
−Removed: /s/ Thomas N.
−Removed: February 26, 2020
−Removed: February 26, 2020
+Added: March 1, 2021
+Added: March 1, 2021
/s/ Deborah DiSanzo
−Removed: February 26, 2020
+Added: March 1, 2021
Deborah DiSanzo
+Added: March 1, 2021
+Added: March 1, 2021
+Added: /s/ Maxine L.
+Added: March 1, 2021
+Added: /s/ Katherine A.
+Added: March 1, 2021
+Added: /s/ Thomas N.
+Added: March 1, 2021
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.