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): ~~December~~January 217, ~~2018~~2019 (January 4, 2019)

Black Box Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware	0-18706	95-3086563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Park Drive Lawrence, Pennsylvania		15055
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (724) 746-5500

N/A

(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))

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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Consent~~As ~~Letter~~previously disclosed, on November 11, 2018, Black Box Corporation, a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”) with AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), and Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (“Merger Sub,” and, together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”).

AsPursuant ~~previously~~to ~~announced~~the ~~on November 11,~~Merger ~~2018,~~Agreement ~~Black~~and ~~Box~~upon ~~Corporation,~~the aterms ~~Delaware~~and ~~corporation~~subject (to the ~~“Company”),~~conditions ~~entered~~set ~~into~~forth anin ~~Agreement~~the ~~and~~Offer ~~Plan~~to ofPurchase, ~~Merger~~dated November 21, 2018 (as amended or supplemented from time to time, the “~~Original~~Offer ~~Merger~~to ~~Agreement~~Purchase”), asand ~~amended~~in bythe ~~Amendment~~related ~~No. 1~~Letter toof ~~Agreement~~Transmittal ~~and~~(as ~~Plan~~may ~~of Merger,~~be ~~dated~~amended ~~December 20,~~or ~~2018~~supplemented (from time to time, the “~~Merger~~Letter ~~Agreement~~of ~~Amendment~~Transmittal,” and, together with the ~~Original~~Offer ~~Merger~~to ~~Agreement~~Purchase, the “~~Merger Agreement~~Offer”), ~~with~~Merger ~~AGC~~Sub ~~Networks~~made ~~Pte~~an ~~Ltd.,~~all-cash atender ~~company~~offer ~~organized~~to ~~under~~purchase ~~the~~any ~~laws~~and ofall ~~Singapore (“Top~~issued ~~Parent”),~~and ~~BBX~~outstanding ~~Main~~shares ~~Inc.,~~of acommon ~~Delaware~~stock, ~~corporation~~par ~~and~~value a$0.001 ~~wholly~~per ~~owned~~share ~~subsidiary of Top Parent~~ (~~“Parent”)~~each, ~~BBX Inc.~~a “Share,” ~~a Delaware corporation~~ and acollectively, ~~wholly~~the ~~owned subsidiary of Parent (~~“~~BBX Intermediate~~Shares”), ~~and~~of ~~Host Merger~~the ~~Sub~~Company ~~Inc.,~~at a ~~Delaware~~price ~~corporation and a wholly owned subsidiary~~ of ~~BBX~~$1.10 ~~Intermediate~~per Share (the “~~Merger~~Offer ~~Sub~~Price”), ~~and,~~net ~~together~~to ~~with~~the ~~Top~~holder ~~Parent~~thereof, ~~Parent~~in ~~and BBX Intermediate~~cash, ~~the~~without ~~“Parent~~interest ~~Entities”~~thereon and ~~each,~~subject ato ~~“Parent~~any ~~Entity”).~~applicable withholding taxes.

~~Pursuant~~The toOffer ~~the~~and ~~terms of~~ the ~~Original~~withdrawal ~~Merger Agreement~~rights, ~~Top~~as ~~Parent~~extended, ~~Parent~~expired ~~and~~at ~~BBX~~midnight ~~Intermediate~~(i.e., ~~agreed~~one tominute ~~cause~~after ~~Merger~~11:59 ~~Sub~~p.m.), toNew ~~commence a tender offer (as~~York itCity ~~may~~time, beon ~~extended~~Friday, ~~amended or supplemented from time to time~~January 4, 2019 (the “~~Offer~~Expiration Time”). toThe ~~purchase~~Offer ~~any~~was ~~and~~not ~~all~~further ofextended. ~~the~~American ~~outstanding~~Stock ~~shares~~Transfer & ofTrust ~~common~~Company, ~~stock~~LLC, ~~par~~the ~~value~~depositary ~~$0.001~~for ~~per share, of~~ the ~~Company~~Offer (the “~~Shares~~Depositary”), atadvised Merger aSub ~~price of $1.08 per Share~~that, ~~net~~as toof the ~~holder~~Expiration ~~thereof~~Time, ina ~~cash,~~total ~~without~~of ~~interest thereon (such amount~~9,126,005 orShares ~~any~~had ~~higher~~been ~~amount~~validly ~~per~~tendered ~~Share~~into ~~that~~and ~~may~~not bevalidly ~~paid~~withdrawn ~~pursuant~~from to the Offer in(not ~~accordance~~including ~~with~~292,075 ~~the~~Shares ~~Merger~~tendered ~~Agreement,~~pursuant ~~the~~to ~~“Offer~~notices ~~Price”).~~of ~~The~~guaranteed ~~Merger~~delivery ~~Agreement~~which ~~also~~had not been ~~provides,~~delivered ~~among~~to ~~other~~the ~~things,~~depositary ~~that,~~for ~~following~~the Offer prior to the ~~completion~~expiration of the Offer), ~~Merger~~representing ~~Sub~~approximately ~~will~~59.89% ~~merge~~of ~~with and into~~ the ~~Company~~Shares ~~(the~~outstanding ~~“Merger”),~~as ~~with~~of the ~~Company~~Expiration ~~surviving~~Time. ~~the~~The ~~Merger~~number asof aShares ~~wholly~~validly ~~owned~~tendered ~~subsidiary~~into ofand ~~BBX~~not ~~Intermediate,~~properly ~~all~~withdrawn ~~upon~~from the ~~terms~~Offer ~~and~~satisfied ~~subject to~~ the ~~conditions~~Minimum ~~set~~Condition ~~forth~~(as defined in the ~~Merger~~Offer ~~Agreement~~to Purchase).

AsOn ~~previously disclosed in the Company’s Current Report on Form 8-K, filed November~~January 137, ~~2018 with the Securities and Exchange Commission (the “SEC”)~~2019, ~~the~~all ~~Company~~conditions ~~and~~to ~~certain direct and indirect wholly owned subsidiaries of~~ the ~~Company~~Offer ~~(the “Guarantors”,~~having ~~and~~been ~~together,~~satisfied ~~with~~or ~~the Company~~waived, the ~~“Loan~~Parent ~~Parties”)~~Entities ~~entered~~irrevocably ~~into~~accepted afor ~~Consent~~payment ~~Agreement~~all ~~(the~~Shares ~~“Consent~~validly ~~Agreement”)~~tendered ~~with~~into ~~PNC Bank, National Association (“PNC”), certain other lenders party thereto (the “Lenders”)~~ and ~~PNC~~not asvalidly ~~administrative~~withdrawn ~~agent~~from ~~for~~ the ~~Lenders (in such capacity~~Offer, ~~the “Agent”) in connection with the Merger Agreement~~ and ~~the~~payment ~~transactions~~for ~~contemplated~~such ~~thereby.~~Shares ~~The~~has ~~Consent~~been ~~Agreement~~made ~~terminates in the event that the Merger Agreement is modified in a manner that is materially adverse~~ to the ~~Agent or the Lenders~~Depositary, ~~including~~which ~~any~~will ~~amendment~~act oras ~~modification~~paying toagent ~~increase~~ for the ~~Offer~~tendering ~~Price,~~stockholders ~~unless~~for ~~such~~purposes ~~event~~of isreceiving ~~waived~~payments byfrom ~~the~~Merger ~~Agent.~~Sub Inand ~~addition,~~transmitting ~~the~~such ~~Consent~~payments ~~Agreement expires on December 31, 2018, unless extended by the Agent. The effectiveness of the Consent Agreement is a condition~~ to the ~~consummation~~tendering ~~of the Offer and the Merger~~stockholders.

On ~~December~~January 207, ~~2018~~2019, following the ~~Company~~acceptance ~~and~~of the ~~Parent~~Shares ~~Entities~~tendered ~~entered~~in ~~into~~ the ~~Merger~~Offer ~~Agreement~~and ~~Amendment.~~pursuant ~~Pursuant~~ to the terms of the Merger Agreement ~~Amendment~~, Merger Sub merged with and into the ~~Offer~~ ~~Price~~Company ~~was~~(the ~~increased~~“Merger”) ~~from~~without ~~$1.08~~the ~~per~~vote ~~Share~~of tothe ~~$1.10~~stockholders ~~per~~of ~~Share,~~the ~~net~~Company pursuant to Section 251(h) of the ~~holder~~General ~~thereof,~~Corporation inLaw ~~cash,~~of ~~without~~the ~~interest~~State ~~thereon,~~of inDelaware ~~accordance~~(the “DGCL”). ~~with~~In the ~~terms~~Merger, each Share issued and ~~conditions~~outstanding immediately prior to the effective time of the ~~Offer~~Merger (asthe so“Effective ~~amended~~Time”). ~~Also~~(other onthan ~~December 20,~~Shares ~~2018~~owned by BBX Intermediate, ~~pursuant~~Merger to Sub or the ~~terms~~Company, or by any of ~~the~~their ~~Merger~~direct ~~Agreement~~or indirect wholly owned subsidiaries, ~~the~~and ~~expiration~~Shares held by stockholders of the ~~Offer~~Company ~~was~~who ~~extended~~are ~~and~~entitled ~~the~~to ~~Offer~~demand ~~will~~and ~~now~~who ~~expire~~have atproperly ~~midnight~~and ~~(i.e.,~~validly ~~one~~demanded ~~minute~~their ~~after~~statutory ~~11:59~~rights ~~p.m.),~~of ~~New~~appraisal ~~York~~in ~~City~~compliance ~~time,~~in onall ~~January~~respects with Section 4,262 ~~2019.~~of ~~The~~the ~~Offer~~DGCL) was ~~previously~~converted ~~scheduled~~into the right to ~~expire~~receive ~~at midnight~~an ~~(i.e.~~amount of cash equal to the Offer Price, ~~one~~without ~~minute~~interest ~~after~~and ~~11:59~~less pany applicable withholding taxes.~~m.),~~ ~~New~~The ~~York~~Company ~~City~~was ~~time,~~the onsurviving ~~Wednesday,~~corporation ~~December 19,~~in ~~2018~~the Merger and became a wholly owned subsidiary of BBX Intermediate (the “Surviving Company”).

OnPursuant ~~December 21,~~to ~~2018,~~ the ~~Loan~~terms ~~Parties~~of ~~and~~ the ~~Agent~~Merger ~~entered~~Agreement, ~~into~~each option ato ~~Letter~~purchase ~~Agreement~~Shares (outstanding under the ~~“Consent~~Company’s ~~Letter”).~~2008 ~~Pursuant~~Long-Term toIncentive ~~the~~Plan, ~~Consent~~as ~~Letter~~amended and ~~effective~~restated as(each ofsuch ~~immediately~~option, ~~prior~~a to“Company ~~the~~Option”), ~~execution~~that was outstanding, unexercised and ~~delivery~~had ofan ~~the~~exercise ~~Merger~~price ~~Agreement~~that ~~Amendment,~~was equal to or greater than the ~~Agent~~Offer ~~consented~~Price toas of the ~~Merger Agreement~~Effective ~~Amendment~~Time was cancelled and ~~extended~~terminated ~~the~~for ~~termination~~no ~~date~~consideration. ofAll ~~the~~Company ~~Consent~~Options ~~Agreement~~had toan ~~January 17,~~exercise ~~2019,~~price ~~unless~~that ~~earlier~~was ~~terminated~~equal into ~~accordance~~or ~~with~~greater than the ~~Consent~~current ~~Agreement~~Offer Price.

The ~~foregoing~~Merger ~~description~~Agreement ofalso ~~the~~provides ~~Consent~~that ~~Letter~~each ~~contained~~outstanding inor ~~Item~~payable ~~1.01~~Company ofrestricted ~~this~~stock ~~Current~~unit ~~Report~~award on(each ~~Form~~a ~~8-K~~“Company ~~does not~~RSU ~~purport~~Award”) toor beCompany ~~complete~~performance ~~and~~share isaward ~~qualified~~(each ina ~~its~~“Company ~~entirety~~Performance byShare ~~reference~~Award”), toin ~~the~~each ~~full~~case ~~text~~as of the ~~Consent~~Effective ~~Letter,~~Time ~~which~~and iswhether ~~attached~~vested ~~hereto~~or asunvested, ~~Exhibit~~was ~~10.1~~converted ~~and~~into isthe ~~incorporated~~right ~~herein~~of bythe ~~reference.~~holder ~~The~~to ~~foregoing~~receive ~~summary~~an ~~has~~amount ~~been~~in cash ~~included~~equal to ~~provide investors~~the ~~and~~product ~~security~~of ~~holders~~(x) the ~~with~~total ~~information~~number ~~regarding~~of ~~its~~Shares ~~terms~~underlying ~~and~~such isCompany ~~qualified~~RSU inAward ~~its~~or ~~entirety~~Company byPerformance ~~the~~Share ~~terms~~Award and ~~conditions of~~ (y) the ~~Consent~~Offer ~~Letter.~~Price, ~~Except~~less ~~for~~any ~~the~~required ~~Consent~~withholding ~~Letter’s~~taxes. ~~status~~As asof athe ~~contractual~~Effective ~~document~~Time, ~~that~~each ~~establishes~~holder ~~and~~of a ~~governs~~Company ~~the~~RSU ~~legal~~Award ~~relations~~or ~~among~~Company ~~the~~Performance ~~parties~~Share ~~with~~Award ~~respect~~ceased to ~~the~~have ~~transactions~~any ~~described~~rights ~~therein,~~with ~~the~~respect ~~Consent~~thereto, ~~Letter~~except isfor ~~not~~such ~~intended~~right to bereceive aan ~~source~~amount ofin ~~factual, business, or operational information about the parties~~cash.

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~~Additional~~The ~~Information~~aggregate consideration paid by Merger Sub in the Offer and ~~Where~~Merger was approximately $17.2 million. The Parent Entities funded the payment of Shares from a combination of the Company’s cash on hand and equity financing from Essar Telecom Limited, an affiliate of the Parent Entities (as previously disclosed in the Offer to Purchase). ~~Find~~A Itsenior secured asset-based credit facility from Pathlight Capital LLC and Encina Business Credit, LLC, consisting of (a) a $35 million revolving credit facility, (b) a $20 million “first-in, last-out’ term loan facility and (c) a $42.5 million “last-out” term loan facility was used to refinance the Company’s existing indebtedness.

The ~~Offer~~foregoing isdescription ~~being~~of ~~made~~the ~~pursuant to a Tender~~ Offer, ~~Statement~~the onMerger ~~Schedule~~and ~~TO (~~the ~~“Schedule~~Merger ~~TO”),~~Agreement does ~~containing~~not anpurport ~~offer~~ to ~~purchase,~~be acomplete ~~form~~and ofis ~~letter~~qualified ~~of transmittal~~in ~~and~~its ~~other~~entirety ~~documents~~by ~~relating~~reference to the ~~Offer~~terms ~~(collectively,~~of the ~~“Offer~~Merger ~~Materials”)~~Agreement, ~~filed~~a bycopy ~~the~~of ~~Parent~~which ~~Entities~~was ~~with~~filed ~~the~~as ~~SEC on November~~Exhibit ~~21,~~2.1 ~~2018, as amended from time~~ to ~~time.~~the ~~The~~ Company’s ~~has~~Current ~~filed~~Report ~~a Solicitation/Recommendation Statement~~ on ~~Schedule 14D~~ Form 8-9K filed with the ~~SEC~~Securities ~~with~~and ~~respect~~Exchange toCommission (the ~~Offer~~“SEC”) on November 2113, 2018, asand ~~amended~~Amendment ~~from~~No. 1 ~~time~~ to ~~time (~~the ~~“Schedule 14D-9”).~~Agreement ~~This Current Report on Form 8-K is for informational purposes only~~ and isPlan ~~neither~~of anMerger, ~~offer to purchase nor~~ a ~~solicitation~~copy of anwhich ~~offer~~was tofiled as ~~sell~~Exhibit ~~any~~2.1 ~~common stock~~to of the Company’s orCurrent ~~any~~Report ~~other~~on ~~securities.~~Form ~~THE OFFER MATERIALS AND THE SCHEDULE 14D~~8-9K CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC aton ~~the website~~December 20, ~~maintained~~2018, byeach ~~the~~of ~~SEC~~which atis ~~www.sec.gov~~incorporated orherein by ~~directing such requests to the information agent for the Offer named in the Schedule TO~~reference.

~~Cautionary Forward-Looking~~Item ~~Statements~~3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~All~~On ~~of the statements in this document~~January 7, ~~other than historical facts~~2019, ~~are~~in ~~forward-looking~~connection statements, including, without limitation, the statements made concerning the pending acquisition of the Company by the Parent Entities, and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with ~~respect to~~ the ~~tender~~ ~~offer,~~consummation ~~the merger and related transactions, including, for example, the timing~~ of the ~~completion of the merger and the potential benefits of the merger~~Merger, ~~reflect~~ the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) ~~uncertainties~~notified ~~as to~~ the ~~timing~~NASDAQ ofGlobal ~~the~~Select ~~tender offer and the merger;~~ Market (ii“NASDAQ”) ~~uncertainties~~ ~~as to how many stockholders~~ of the ~~Company~~consummation ~~will tender their shares~~ of the ~~Company’s~~Merger ~~common~~and ~~stock in the tender offer;~~ (~~iii~~ii) ~~the~~requested ~~possibility~~ that ~~competing~~NASDAQ ~~acquisition~~file ~~proposals~~with ~~will be made; (iv)~~ the ~~possibility~~SEC that the Company will terminate the merger agreement to enter into an alternative business combination, refinancing, or other recapitalization transaction; (v) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived; (vi) the risk that the merger agreement may be terminated in circumstances requiring the Company to pay a ~~termination fee; (vii)~~Form ~~risks~~25 ~~related~~Notification to the filing or filings to be made with CFIUS, and unanticipated developments in related law; (viii) the possibility that the transactions contemplated by the merger agreement may not be timely completed, if at all; (ix) the risk that, prior to the completion of ~~the~~Removal ~~transactions~~from ~~contemplated~~Listing ~~by the merger agreement, if at all, the Company’s business~~ and/or ~~its~~Registration ~~relationships with employees, collaborators, vendors and other business partners could experience significant disruption, whether due~~ to ~~uncertainty~~delist ~~related to the tender offer, the merger~~ and ~~related~~deregister ~~transactions or otherwise, continued degradation in~~ the ~~Company’s~~Shares ~~financial~~under ~~performance, or other factors;~~ Section 12(xb) ~~the risk that the Parent Entities’ equity financing, debt financing or both are unavailable to complete~~ ~~the~~of ~~tender offer or~~ the ~~merger;~~Securities ~~(xi) the~~Exchange ~~risk~~Act ~~that stockholder litigation in connection with the tender offer or the merger may result in significant costs~~ of ~~defense~~1934, ~~indemnification~~as ~~and~~amended ~~liability;~~ (~~xii)~~ the ~~risk~~“Exchange that the Company does not generate sufficient cash flow from operations to meet its obligations during the period prior to the completion of the transactions contemplated by the merger agreement; (xiiiAct”) ~~the~~. ~~risks~~The ~~and uncertainties pertaining to the~~ Company~~’s business;~~ ~~and~~also ~~(xiv) other~~intends ~~factors included elsewhere in the Company’s public periodic filings with the SEC, as well as the tender offer materials filed and~~ to befile ~~filed by the Parent Entities in connection~~ with the ~~tender offer. Other factors that could cause actual results to differ materially include those set forth in the Company’s~~ SEC ~~reports,~~a ~~including, without limitation, the risks described in the Company’s Annual Report on~~ Form ~~10-K for its fiscal year ended March~~ ~~31,~~15 ~~2018,~~Certification ~~the~~and ~~Company’s~~Notice ~~Quarterly~~of ~~Report~~Termination onof ~~Form~~Registration ~~10-Q~~requesting ~~for~~that the ~~quarter ended June 30, 2018, the~~ Company’s ~~Quarterly~~registration ~~Report~~under ~~on Form 10-Q for the quarter ended September~~Section ~~29,~~12(g) ~~2018,~~of the ~~Current~~Exchange ~~Report~~Act ~~on Form 8-K, filed July 2, 2018~~ and ~~the~~its ~~Current~~reporting ~~Report~~obligations onunder ~~Form 8-K, filed November~~Section 13, ~~2018,~~and ~~each~~ 15(d) of ~~which are on file with~~ the ~~SEC.~~Exchange ~~The~~Act ~~Company’s~~be ~~SEC filings are available publicly on the SEC’s website at www~~suspended.~~sec.gov,~~ on the Company’s website at https://www.blackbox.com/ under the Investor Relations section or upon request via phone at 724-873-6788. The Company disclaims any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

-Item 3.03. -Material Modification to Rights of Security Holders.

The information disclosed in Item 2.01, Item 93.01, ~~Financial~~Item 5.01 ~~Statements~~ and ~~Exhibits~~Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~(d)~~Item ~~Exhibits~~5.01. Changes in Control of Registrant.

ExhibitNo.		Description
10.1		Consent Letter, dated as of December 21, 2018, by and among the Loan Parties and the Agent.

As a result of Merger Sub’s acceptance of Shares in the Offer on January 7, 2019, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of BBX Intermediate. The information disclosed in Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

-Item 45.02. -Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~SIGNATURES~~In connection with the Merger and as contemplated by the Merger Agreement, at the Effective Time, each of the directors of the Company (Cynthia J. Comparin, Richard L. Crouch, Richard C. Elias, Thomas G. Greig, John S. Heller, and Joel T. Trammell) ceased to be a director of the Company, and each ceased to be on any committee of the board of directors of the Company. In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time (Michael Carney and Deepak Bansal) at such time became the directors of the Surviving Company.

~~Pursuant~~In connection with the Merger and as contemplated by the Merger Agreement, at the Effective Time, each of the officers of the Company (Joel T. Trammell, Ronald Basso and David J. Russo) ceased to be an officer of the ~~requirements~~Company. In accordance with the terms of the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~the officers of ~~1934~~Merger Sub immediately prior to the Effective Time (Deepak Bansal, President and CEO; Michael Carney, Secretary and Treasurer) at such time became the ~~Registrant~~officers ~~has~~of ~~duly~~the ~~caused~~Surviving ~~this~~Company. ~~report~~Immediately tofollowing beconsummation ~~signed~~of onthe ~~its~~Merger, ~~behalf~~the byboard of directors of the ~~undersigned~~Surviving Company removed such officers from their respective offices and appointed the following officers: Sanjeev Verma (as President), David J. Russo (as Executive Vice President, Chief Financial Officer and Treasurer), Ronald Basso (as ~~hereunto~~Executive ~~duly~~Vice ~~authorized~~President, General Counsel and Secretary), Michael Carney (as Executive Vice President and Assistant Secretary), Deepak Bansal (as Executive Vice President and Assistant Treasurer) and Brian R. Fisher (as Assistant Treasurer).

~~BLACK~~- ~~BOX~~3 ~~CORPORATION~~- ~~Date: December 21, 2018 /s/ DAVID J. RUSSO David J. Russo Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer)~~

Biographical and other information with respect to the new officers and directors of the Surviving Company are set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by the Parent Entities on November 21, 2018 (together with any amendments and supplements thereto), which is incorporated by reference herein, and the Company’s Annual Report on Form 10-K 5filed with the SEC on July 16, 2018, which is incorporated by reference herein. Sanjeev Verma has since February 2016 acted as the Chief Executive Officer & Executive Director of AGC Networks Limited. From October 2014 to February 2016, Mr. Verma acted as the CEO (Americas) & President-International Operations of AGC Networks Limited. From April 2012 to October 2014, Mr. Verma acted as the President & Executive Director of AGC Networks Limited.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, Merger Sub’s certificate of incorporation and its bylaws, as amended and restated, became the certificate of incorporation, as amended and restated, and the bylaws, as amended and restated, respectively, of the Company. Copies of the certificate of incorporation and bylaws of the Company, in each case, as amended and restated, are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On January 7, 2019, the Company and AGC Networks Limited, an affiliate of the Parent Entities, issued a joint press release (the “Press Release”) announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the Press Release is attached hereto as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of November 11, 2018, by and among Black Box Corporation, AGC Networks Pte Ltd., BBX Main Inc., BBX Inc. and Host Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Black Box Corporation’s Current Report on Form 8-K filed November 13, 2018)

2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of December 20, 2018, by and among Black Box Corporation, AGC Networks Pte Ltd., BBX Main Inc., BBX Inc. and Host Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to Black Box Corporation’s Current Report on Form 8-K filed December 20, 2018)

3.1		Amended and Restated Certificate of Incorporation of Black Box Corporation

3.2		Amended and Restated Bylaws of Black Box Corporation

99.1		Joint Press Release, issued January 7, 2019, by Black Box Corporation and AGC Networks Limited (incorporated herein by reference to Exhibit (a)(5)(D) to Amendment No. 3 to the Schedule TO filed by the Parent Entities with the SEC on January 7, 2019)

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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.

BLACK BOX CORPORATION

Date: January 7, 2019

/s/ David J. Russo

David J. Russo

Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer)

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