Attached files
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| EX-10.1 - SEVENTH AMENDMENT, DATED AS OF APRIL 3, 2018, TO AGREEMENT AND PLAN OF MERGER - Fusion Connect, Inc. | fsnn_ex101.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) April 4, 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))
Item 1.01
Entry into a Material Definitive Agreement.
On April 4, 2018, Fusion Telecommunications International, Inc., a
Delaware corporation (“Fusion”), entered into a Seventh
Amendment (the “Seventh 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 Seventh Amendment,
the parties agreed to extend (i) the Outside Date (as defined in
the Merger Agreement), after which Fusion or Birch may terminate
the Merger Agreement if the Merger has not been consummated, to
April 30, 2018; (ii) the Outside Date may be extended to May 10,
2018 in order to obtain certain regulatory and governmental
approvals; and (iii) the date on which Fusion or Birch may
terminate the Merger Agreement due to an inability to secure
commitments for the required financing to April 30,
2018.
The foregoing description of the Seventh Amendment is qualified in
its entirety by reference to the full text of 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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Seventh Amendment, dated as of April 4, 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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2
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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By: /s/ James P. Prenetta,
Jr.
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James P. Prenetta, Jr.
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April 10, 2018
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EVP and General Counsel
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