ModusLink Global Solutions, Inc. (NASDAQ:MLNK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Each one one-thousandth of a share of Series D Preferred Stock, if issued:
| · | will entitle the holder thereof to quarterly dividend payments of $0.001 or an amount equal to the dividend paid on one share of Common Stock, whichever is greater; |
| · | will, upon any liquidation of the Company, entitle the holder thereof to receive either $1.00 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock; |
| · | will have the same voting power as one share of Common Stock; and |
| · | will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders to a per share payment equal to the payment made on one share of Common Stock. |
The foregoing summary of certain material terms of the Plan does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Plan. A copy of the Plan is attached hereto as Exhibit 4.1 and is incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
In connection with the adoption of the Plan, on January 19, 2018, the Company filed a Certificate of Designation of Rights, Preferences and Privileges of Series D Junior Participating Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the rights, powers and preferences of the Series D Preferred Stock.
The summary of the rights, powers and preferences of the Series D Preferred Stock set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
The foregoing summary of certain material terms of the Certificate of Designation does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Certificate of Designation. A copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
On January 19, 2018, the Company issued a press release announcing the adoption of the Plan and the declaration of the dividend of the Rights. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
3.1Certificate of Designation of Rights, Preferences and Privileges of Series D Junior Participating Preferred Stock.
4.1Tax Benefits Preservation Plan, dated as of January 19, 2018, by and between ModusLink Global Solutions, Inc. and American Stock Transfer & Trust Company, LLC, as rights agent.
99.1Press Release of ModusLink Global Solutions, Inc., dated January 19, 2018.
ModusLink Global Solutions Inc ExhibitEX-3.1 2 ex31to8k09369011_01192018.htm Exhibit 3.1 CERTIFICATE OF DESIGNATIONS,…To view the full exhibit click here
About ModusLink Global Solutions, Inc. (NASDAQ:MLNK)
ModusLink Global Solutions, Inc. is a provider of supply chain and logistics services through its subsidiaries, ModusLink Corporation and ModusLink PTS, Inc. The Company provides services to companies in the consumer electronics, communications, computing, software, storage and retail industries. The Company operates through four segments: Americas, Asia, Europe and e-business. As of July 31, 2016, the Company operated in over 20 sites across North America, Europe and the Asia Pacific region. The Company’s Supply Chain Business operation’s solutions include material planning and factory supply; value-added warehousing and distribution; aftermarket services, including product returns management and product repair and recovery, and e-business, including e-commerce, contact center, entitlement management and financial management.
