Actua Corporation (NASDAQ:ACTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
|Item 5.02.||Regulation FD Disclosure.|
As previously announced, and as part of its plan to reduce costs as it winds down its operations in accordance with a plan of dissolution, on January18, 2018, Actua Corporation (“Actua”) notified The NASDAQ Stock Market LLC (the “NASDAQ”) of its intention to voluntarily delist its common stock from the NASDAQ. On January29, 2018, Actua filed a Form25 notifying of the Securities and Exchange Commission (the “SEC”) of the delisting, which formally became effective on February8, 2018. Following the delisting, Actua’s common stock will trade on the OTCQB Market.
Actua’s Board of Directors (the “Board”) unanimously determined that, in conjunction with the NASDAQ delisting and as a further cost reduction, the number of directors on the Board would be reduced from nine to three. Accordingly, on February8, 2018, Mr.DavidJ. Berkman, Mr.DavidK. Downes, Mr.MichaelJ. Hagan, Mr.H. Richard Haverstick, Jr., Mr.PeterK. Miller and Mr.PhilipJ. Ringo resigned from the Board and the various committees of the Board to which they belonged.
Following these resignations, the Board consists of Mr.DavidJ. Adelman, Mr.WalterW. Buckley, III, and Mr.ThomasA. Decker. The Board has determined that Messrs. Adelman and Decker are “independent” under applicable rules.
Legal Notice Regarding Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding possible or assumed future results of operations of Actua, the execution and results of its plan of dissolution and related matters. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. There are no guarantees that Actua will be able to successfully implement its plan of dissolution or that there will be any specific amount of reserve funds (or any at all) available for future distribution by Actua. Actua’s Annual Report on Form 10-K for the fiscal year ended December31, 2016 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March31, 2017, June30, 2017, and September30, 2017, respectively, each as filed with the SEC, contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Actua assumes no obligation to update any forward-looking statement contained in this Form 8-K.
About Actua Corporation (NASDAQ:ACTA)
Actua Corporation, formerly ICG Group, Inc., is a multi-vertical cloud technology company. The Company operates through two segments, which include the vertical cloud segment and the vertical cloud (venture) segment. The Company’s vertical cloud-based businesses include Bolt Solutions Inc. (Bolt), Folio Dynamics Holdings Inc. (FolioDynamix), GovDelivery Holdings, Inc. (GovDelivery) and VelocityEHS Holdings, Inc. (VelocityEHS), which operate in the commercial and personal property and casualty insurance, wealth management, government communications and environmental, health and safety (EH&S) markets, respectively. The vertical cloud (venture) businesses include InstaMed Holdings, Inc. (InstaMed) and Parchment Inc. (Parchment), which operate a cloud-based healthcare payments network and an education credentials technology, respectively.