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EX-3.1 - EX-3.1 - Voltari Corpd524776dex31.htm
EX-99.1 - EX-99.1 - Voltari Corpd524776dex991.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): April 23, 2013

 

 

Voltari Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34781   90-0933943

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

601 West 26th Street

Suite 415

New York, NY 10001

(Address of Principal Executive Offices, including Zip Code)

(212) 792-9671

(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))

 

 

 


Item 3.03. Material Modification of Rights of Security Holders.

The information included Item 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

 

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

On April 23, 2013, Voltari Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s outstanding shares of common stock at a reverse split ratio of one-for-ten (the “Reverse Stock Split”). The Certificate of Amendment became effective at 4:15 p.m. on April 23, 2013, at which time every ten shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company’s common stock, without any change in the par value per share. No fractional shares were issued. The Company will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash equal to the closing sale price of its common stock, as quoted on the NASDAQ Capital Market (“NASDAQ”) on April 23, 2013, multiplied by the fractional share amount.

Trading of the Company’s common stock will continue on NASDAQ on a reverse stock split-adjusted basis. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 92870X309.

On April 9, 2013, the Company’s stockholders voted to approve the Certificate of Amendment, to be implemented if the Company’s board of directors (the “Board”) determined that the Reverse Stock Split was appropriate in order to regain compliance with the listing requirements of NASDAQ. On April 15, 2013, the Board determined that the Reverse Stock Split was appropriate and authorized the filing of the Certificate of Amendment.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

On April 23, 2013, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

  3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Voltari Corporation
99.1    Press Release of Voltari Corporation dated April 23, 2013


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.

 

           

VOLTARI CORPORATION

(Registrant)

April 23, 2013     By:  

/s/ Richard Sadowsky

(Date)      

Richard Sadowsky

Chief Administrative Officer