Attached files
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| EX-99.1 - COSINE COMMUNICATIONS INC | v207802_ex99-1.htm |
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): January 10,
2011
COSINE
COMMUNICATIONS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-30715
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94-3280301
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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61
East Main Street, Suite B
Los
Gatos, California 95030
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(Address
of principal executive offices) (Zip Code)
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(408) 399-6494
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(Registrant’s
telephone number, including area
code)
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(Former
name or former address, if changed since last
report.)
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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))
On
January 10, 2011, CoSine Communications, Inc. (the “Company”)
held a special meeting of stockholders (the “Meeting”)
as described in the definitive Proxy Statement relating to the Meeting filed
with the Securities and Exchange Commission on November 29, 2010. At
the Meeting, the Company’s stockholders approved each of the following two
amendments to the Company’s certificate of incorporation, which together are
intended to enable the Company to cease its periodic reporting obligations under
the Securities Exchange Act of 1934, as amended, and thereby forgo many of the
expenses associated with operating as a public company subject to Securities and
Exchange Commission reporting obligations.
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A.
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To
effect a 1-for-500 reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock, par value $.0001 per
share (the “Common
Stock”), by amending the Company’s Fourth Amended and Restated
Certificate of Incorporation.
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Votes
For
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Votes
Against
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Abstentions
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8,271,032
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1,433,514
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78,576
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B.
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To
effect a 500-for-1 forward stock split the (“Forward
Stock Split”) of the Common Stock to occur immediately following
the Reverse Stock Split of the Common Stock, also by amending the
Company’s Fourth Amended and Restated Certificate of
Incorporation.
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Votes
For
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Votes
Against
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Abstentions
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8,211,861
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1,438,686
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78,575
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Upon
approval of the Reverse Stock Split and Forward Stock Split by FINRA, the
Company expects to file with the Delaware Secretary of State the necessary
Certificates of Amendment of its Fourth Amended and Restated Certificate of
Incorporation to effect both the Reverse Stock Split and the Forward Stock
Split.
Item
8.01. Other Events
On
January 10, 2011, the Company issued a press release reporting the results of
the Meeting. The full text of the press release is attached hereto as
Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements
and Exhibits
(c) Exhibits.
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99.1
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Press
Release, dated January 10, 2011, of CoSine Communications,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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January
10, 2011
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By:
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/s/Terry
R. Gibson
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Terry
R. Gibson,
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Chief
Executive Officer, Chief Financial Officer and Secretary (Principal
Executive, Financial and Accounting Officer and Duly Authorized
Officer)
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INDEX TO EXHIBITS
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Exhibit
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No.
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Description
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99.1
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Press
Release, dated January 10, 2011, of Cosine Communications,
Inc.
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