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EX-99.1 - EX-99.1 - WEST CORP | d889789dex991.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): March 9, 2015
WEST CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35846 | 47-0777362 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
11808 Miracle Hills Drive, Omaha, Nebraska | 68154 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (402) 963-1200
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)) |
Item 7.01. | Regulation FD Disclosure. |
On March 9, 2015, West Corporation (West or the Company) issued a press release announcing the launch of an underwritten public offering of 11,000,000 shares of common stock (the Offering) by certain of its existing stockholders (the Selling Stockholders). The press release also announced that the Company has entered into an agreement with the Selling Stockholders to repurchase 1,000,000 shares of common stock from the Selling Stockholders in a private transaction. A copy of the press release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1.
Because investment funds associated with the Selling Stockholders have agreed to act together on certain matters, including with respect to the election of directors, and own a majority of the voting power of the Companys common stock, West is currently considered a controlled company under the Nasdaq Marketplace Rules. After giving effect to the Offering, those investment funds will no longer own a majority of the voting power of the Companys common stock, and, consequently, West will no longer be considered a controlled company under the Nasdaq Marketplace Rules or qualify for the related exemptions from certain corporate governance requirements. Accordingly, subject to the phase-in periods under those rules, the Company will be required to have a board of directors consisting of a majority of independent directors and compensation and nominating committees consisting of entirely independent directors.
The foregoing information in this Item 7.01 (including the exhibit hereto) is being furnished under Item 7.01. Regulation FD Disclosure. Such information (including the exhibit hereto) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following is a list of the exhibits filed herewith.
Exhibit |
Description of Exhibit | |
99.1 | Press Release dated March 9, 2015 |
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.
Date: March 9, 2015 | WEST CORPORATION | |||
By: | /s/ David C. Mussman | |||
Name: | David C. Mussman | |||
Title: | Executive Vice President, Secretary and General Counsel |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | Press Release dated March 9, 2015 |