DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to the Rights of Security
Holders.
Change in Fiscal Year.
filed a Certificate of Amendment (the Certificate of Amendment)
to its Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware, which Certificate of Amendment
effected a one-for-five reverse stock split (the Reverse Stock
Split) of the Companys outstanding shares of common stock, par
value $0.001 per share (the Common Stock).
five shares of Common Stock then issued and outstanding were
automatically combined into one share of issued and outstanding
Common Stock, without any change in the par value per share. As a
result of the Reverse Stock Split, the number of shares of Common
Stock then issued and outstanding was adjusted from 81,888,408
shares to 16,377,682 shares, and the number of authorized shares
of Common Stock was adjusted from 180,000,000 shares to
36,000,000 shares. The number of authorized shares of preferred
stock under the Restated Certificate of Incorporation remained
the same.
Stock Split; instead, holders of pre-Reverse Stock Split shares
of the Companys Common Stock who otherwise would have been
entitled to receive a fractional share as a result of the Reverse
Stock Split will receive a cash payment in lieu of the fractional
shares to which they would otherwise be entitled, based on the
average closing price per share of the Companys Common Stock for
the five trading days ending on February 27, 2017.
stock options and restricted stock units. With respect to
outstanding stock options to purchase shares of Common Stock, the
Reverse Stock Split effected a reduction in the number of shares
subject to such outstanding stock options proportional to the
exchange ratio of the Reverse Stock Split (rounded down to the
nearest whole share) and effected a proportionate increase in the
exercise price of such outstanding stock options (rounded up to
the nearest whole cent). With respect to outstanding restricted
stock units, the Reverse Stock Split effected a reduction in the
number of shares subject to such outstanding restricted stock
units proportional to the ratio of the Reverse Stock Split
(rounded down to the nearest whole share). Unless required by the
terms of the equity incentive compensation plan to which an
equity award was issued, no cash payment will be made to holders
of equity awards in respect of any such rounding.
is acting as exchange agent for the Reverse Stock Split and will
send instructions to stockholders of record regarding the
exchange of certificates for Common Stock.
Reverse Stock Split-adjusted basis at the open of the market on
March 1, 2017. There was no change in the Companys Nasdaq ticker
symbol, DZSI, as a result of the Reverse Stock Split. In
connection with the Reverse Stock Split, the CUSIP number for the
Common Stock has been changed to 23305L206.
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
regarding the reverse stock split. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated herein by
reference.
stockholders. Of the 81,888,408 shares of Common Stock
outstanding and entitled to vote, 70,704,618 shares, or 86.3%,
were represented in person or by proxy at the meeting. One item
of business was acted upon by stockholders at the meeting. The
voting results are as follows:
Effect a Reverse Stock Split and Reduction in Authorized
Capitalization
amendments to the Companys Restated Certificate of Incorporation,
which would (i) effect a reverse stock split of the Common Stock
at exchange ratios of 1-for-3, 1-for-4 and 1-for-5, as determined
by the Company and (ii) proportionately decrease the number of
authorized shares of Common Stock.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Amendments to Restated Certificate of Incorporation
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68,782,715
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1,753,387
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168,516
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Exhibit Number
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Description
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3.1
99.1
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Certificate of Amendment to the Restated Certificate of
Incorporation of DASAN Zhone Solutions, Inc.
Press Release dated February 28, 2017 issued by DASAN
Zhone Solutions, Inc. |
About DASAN ZHONE SOLUTIONS, INC.> (NASDAQ:DZSI)
DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc., designs, develops and manufactures communications network equipment for telecommunications operators and enterprises across the world. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. In addition to its product offerings in its core business, it offers FiberLAN Passive Optical local area network (LAN), which provides an alternative to switched copper-based LANs. The customers of its FiberLAN business include hospitality, government, education, manufacturing and business enterprises. Its products span two categories: SLMS Products, and Legacy, Service and Other Products. Its SLMS Products include Broadband Aggregation and Service, Customer Premise Equipment (CPE), Zhone Management System and FiberLAN Passive Optical LAN. DASAN ZHONE SOLUTIONS, INC.> (NASDAQ:DZSI) Recent Trading Information
DASAN ZHONE SOLUTIONS, INC.> (NASDAQ:DZSI) closed its last trading session up +0.05 at 5.40 with 30,549 shares trading hands.