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EX-2.1 - SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER - NTS, INC.nts_ex21.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 15, 2014

NTS, Inc.
(Exact name of registrant as specified in its charter)
     
Nevada
001-32521
11-3618510
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1220 Broadway
Lubbock, Texas
79401
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (806) 771-5212

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 (see General Instruction A.2. below):

¨ 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 1.01.                      Entry into a Material Definitive Agreement
 
On May 15, 2014, NTS, Inc. (“NTS” or the “Company”) entered into a Second Amendment  (the “Second Amendment”) to that certain Agreement and Plan of Merger dated October 20, 2013, as amended April 14, 2014  (as so amended, the “Merger Agreement”) by and among the Company, T3 North Intermediate Holdings, LLC a Nevada limited liability company (“Holdings”),  and North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).  The Second Amendment extends the Expiration Date (as defined in the Merger Agreement) to June 13, 2014.
 
The Board of Directors of the Company approved the Second Amendment to permit additional time for the receipt of certain regulatory consents.  The Company, Holdings and Merger Sub have been working with the appropriate regulatory authorities to obtain these consents and, while there can be no assurance that such consents will be obtained prior to June 13, 2014, the Company believes that such consents will be obtained , and that closing of the Merger Agreement will occur, prior to June 13, 2014.  Other than as described herein, the Second Amendment does not amend any other provision of the Merger Agreement.
 
Item 9.01.                      Financial Statements and Exhibits.
 
Exhibit No.
Description
 
Second Amendment dated May 15, 2014 to Agreement and Plan of Merger dated as of October 20, 2013, as amended on April 14,2014, among T3 North Intermediate Holdings, LLC, North Merger Sub, Inc. and NTS, Inc.
 
Forward-Looking Statements
 
The SEC encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and its exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within. Important factors that may cause NTS’ actual results to differ materially from those anticipated by the forward-looking statements include, but are not limited to, those factors set forth in the Proxy Statement filed with the Securities and Exchange Commission on January 23, 2014.
 
 
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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.
 
 
NTS, Inc.
May 15, 2014
 
   
 
By:
/s/ Guy Nissenson
   
Name:
Guy Nissenson
   
Title:
President, Chief Executive Officer and Chairman of the Board of Directors

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