Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - ALTEVA, INC. | a13-12631_3ex3d1.htm |
| EX-3.2 - EX-3.2 - ALTEVA, INC. | a13-12631_3ex3d2.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) May 16, 2013
Alteva, Inc.
(Exact name of registrant as specified in its charter)
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New York |
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1-35724 |
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14-1160510 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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401 Market Street, Philadelphia, Pennsylvania |
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19106 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code 877-258-3722
Warwick Valley Telephone Company
47 Main Street
Warwick, New York 10990
(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:
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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2013, the shareholders of Alteva, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to change the Company’s name from Warwick Valley Telephone Company to Alteva, Inc. Also on May 16, 2013, the Company’s Board of Directors approved an amendment to the Company’s By-laws changing the Company’s principal office from Warwick, New York to Philadelphia, Pennsylvania. The Certificate of Amendment of the Company’s Certificate of Incorporation and the Company’s Amended and Restated By-laws are attached as Exhibits 3.1 and 3.2 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2013 Annual Meeting of Shareholders, held on Wednesday, May 16, 2013, the Company’s shareholders voted on the matters brought before the meeting as described below.
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Votes For |
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Votes |
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Abstain |
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Broker |
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Proposal I |
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To fix the number of directors at six until the next annual meeting of shareholders. |
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4,894,730 |
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101,479 |
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86,938 |
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0 |
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Votes For |
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Authority |
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Broker |
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Proposal II |
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Election of directors: |
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Jeffrey D. Alario |
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2,447,873 |
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766,638 |
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1,868,636 |
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Douglas B. Benedict |
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2,447,883 |
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766,628 |
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1,868,636 |
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Kelly C. Bloss |
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3,034,805 |
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179,706 |
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1,868,636 |
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David J. Cuthbert |
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3,053,351 |
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161,160 |
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1,868,636 |
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Robert J. DeValentino |
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2,455,256 |
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759,255 |
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1,868,636 |
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Votes For |
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Votes |
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Abstain |
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Broker |
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Proposal III |
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To approve an amendment to the Company’s Certificate of Incorporation to change the Company’s name to Alteva, Inc. |
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4,671,345 |
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390,698 |
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21,104 |
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0 |
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Votes For |
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Votes |
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Abstain |
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Broker |
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Proposal IV |
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To approve the Warwick Valley Telephone Company 2013 Employee Stock Purchase Plan |
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3,025,464 |
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167,085 |
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21,962 |
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1,868,636 |
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Votes For |
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Votes |
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Abstain |
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Broker |
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Proposal V |
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To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
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2,867,592 |
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288,587 |
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58,342 |
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1,868,636 |
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Votes For |
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Votes |
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Abstain |
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Broker |
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Proposal VI |
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To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. |
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4,969,849 |
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100,257 |
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13,041 |
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0 |
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Item 8.01 Other Events.
At the Company’s Annual Organizational Meeting, held on the day of the Annual Meeting, the Company’s Board of Directors elected the following persons to the positions set forth opposite their names:
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Robert J. DeValentino |
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Chairman of the Board |
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David J. Cuthbert |
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President and Chief Executive Officer |
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Brian H. Callahan |
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Executive Vice President, Chief Financial Officer and Treasurer |
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Jennifer M. Brown |
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Executive Vice President, Chief Administrative Officer and Corporate Secretary |
Also, at the Company’s Annual Organizational Meeting, the following committee assignments were approved:
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Governance & Nominating Committee |
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Kelly C. Bloss-Chair |
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Robert J. DeValentino |
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Douglas B. Benedict |
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Audit Committee |
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Jeffrey D. Alario-Chair |
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Douglas B. Benedict |
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Robert J. DeValentino |
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Compensation Committee |
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Douglas B. Benedict-Chair |
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Kelly C. Bloss |
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Jeffrey D. Alario |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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3.01 |
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Certificate of Amendment of the Certificate of Incorporation of Warwick Valley Telephone Company dated, May 16, 2013. |
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3.02 |
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Amended and Restated By-laws of Alteva, Inc. |
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.
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ALTEVA, INC. | |
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Date: May 22, 2013 |
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By: |
/s/ Jennifer M. Brown |
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Name: |
Jennifer M. Brown |
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Title: |
Executive Vice President, Chief Administrative Officer and Corporate Secretary |