KVH Industries, Inc. (NASDAQ:KVHI) Files An 8-K Results of Operations and Financial ConditionItem 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 2, 2018, we issued a press release announcing our financial results for the quarter and year ended December 31, 2017 and forward-looking statements related to the first quarter 2018 and full year 2018. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (or the Securities Act), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 2.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 27, 2018, we entered into a stock purchase agreement with SKY Perfect JSAT Corporation, or SJC, to which we agreed to sell 376,569 shares of our common stock to SJC for a purchase price of $11.95 per share, or an aggregate of $4.5 million, in a private placement outside the United States in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities Act. The transaction closed on February 28, 2018. The purchase agreement contains a standstill provision which for a period of two years, subject to certain exceptions, prevents SJC or another person acting on its behalf from, among other things, directly or indirectly effecting, proposing or participating in, or encouraging others to effect, propose or participate in, any acquisition of our voting securities, any tender or exchange offer, merger or other business combination involving our company, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to our company, any acquisition of a material portion of our assets, any solicitation of proxies or consents with respect to our voting securities, or acting to seek to control or influence our management or board of directors.
Item 2.02. FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
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Exhibit No. |
Description |
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99.1 |
March 2, 2018 press release entitled "KVH Industries Reports Fourth Quarter and Full Year 2017 Results" (furnished to Item 2.02) |
EXHIBIT INDEX
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Exhibit No. |
Description |
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March 2, 2018 press release entitled "KVH Industries Reports Fourth Quarter and Full Year 2017 Results" (furnished to Item 2.02) |
KVH INDUSTRIES INC DE ExhibitEX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1FOR IMMEDIATE RELEASE Contact: KVH Industries,…To view the full exhibit click here
About KVH Industries, Inc. (NASDAQ:KVHI)
KVH Industries, Inc. is a manufacturer of solutions that provide high-speed Internet, television and voice services through satellite to mobile users at sea and on land. The Company also provides commercially licensed entertainment, including news, sports, music and movies, to commercial and leisure customers in the maritime, hotel and retail markets. It operates in two geographic segments, in the mobile communications, navigation and guidance and stabilization equipment industry. The Company develops and distributes training films and e-learning computer-based training courses to commercial maritime customers. It is also a manufacturer of navigational sensors and integrated inertial systems for defense and commercial guidance and stabilization applications. It designs, develops, manufactures and markets mobile communications products and services for the marine and land mobile markets, and navigation, guidance and stabilization products for both the commercial and defense markets.