Attached files
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| EX-10.1 - SIXTH AMENDMENT, DATED AS OF MARCH 12, 2018, TO AGREEMENT AND PLAN OF MERGER - Fusion Connect, Inc. | fsnn_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12,
2018
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32421
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58-2342021
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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420 Lexington Avenue, Suite 1718 New York, NY
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10170
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
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(212) 201-2400
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Not Applicable
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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):
☐ 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))
Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material
Definitive Agreement.
On
March 12, 2018, Fusion Telecommunications International, Inc., a
Delaware corporation (“Fusion”), entered into a Sixth
Amendment (the “Sixth Amendment”) to the Agreement and
Plan of Merger, dated August 26, 2017 (as amended, the
“Merger Agreement”), by and among Fusion, Fusion BCHI
Acquisition LLC, a wholly-owned subsidiary of Fusion
(“BCHI”), and Birch Communications Holdings, Inc.
(“Birch”), with respect to a merger by and between BCHI
and Birch (the “Merger”). Under the Sixth Amendment,
the parties agreed to reduce the size of the board of directors of
the Company upon the consummation of the Merger from nine to seven
members, and to amend and restate the form of Stockholders
Agreement attached as Exhibit B to the Merger Agreement in
connection therewith (the “Amended Stockholders
Agreement”).
The
foregoing description of the Sixth Amendment, including the Amended
Stockholders Agreement attached thereto, is not complete and is
qualified in its entirety by reference to the full text of each
such document, which is filed hereto as Exhibits 10.1, and which is
incorporated by reference herein in its entirety.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Sixth Amendment, dated as of March 12, 2018, to Agreement and Plan
of Merger by and among Fusion Telecommunications International,
Inc., Fusion BCHI Acquisition LLC and Birch Communications
Holdings, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report on
Form 8-K to be signed on its behalf by the undersigned thereunto
duly authorized.
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FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
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March
12, 2018
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By:
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/s/
James P. Prenetta,
Jr.
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James P. Prenetta,
Jr.
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EVP
and General Counsel
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