Voltari Corporation (OTCMKTS:VLTC) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

5 years ago

Voltari Corporation (OTCMKTS:VLTC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in the Introductory Note is incorporated by reference herein.

At the effective time of the Merger (the Effective Time), (a) each share of common stock, par value $0.001 per share, of the Company (the Common Shares) issued and outstanding immediately prior to the Effective Time (other than issued and outstanding Common Shares that are owned by (i) Parent, Merger Sub or any of their respective subsidiaries or affiliates other than the Company, (ii) the Company as treasury stock or any of its subsidiaries or (iii) stockholders that have perfected and not effectively withdrawn or lost their appraisal rights under Delaware law (the Dissenting Common Shares)) was converted into the right to receive $0.86 per Common Share in cash, without interest (the Per Common Share Merger Consideration), less any applicable withholding taxes, and (b) each share of the Companys 13% Redeemable Series J Preferred Stock, par value $0.001 per share (the Preferred Shares) issued and outstanding immediately prior to the Effective Time (other than issued and outstanding Preferred Shares that are owned by (i) Parent, Merger Sub or any of their respective subsidiaries or affiliates other than the Company, (ii) the Company as treasury stock or any of its subsidiaries or (iii) stockholders that have perfected and not effectively withdrawn or lost their appraisal rights under Delaware law (the Dissenting Preferred Shares and, together with the Dissenting Common Shares, the Dissenting Shares)) was converted into the right to receive $62.06 per Preferred Share in cash, without interest, which reflects the Redemption Price (as defined in Section 11(i) of Exhibit A to the Companys certificate of incorporation, including all amendments thereto, in effect prior to the Effective Time) (the Redemption Price). At the Effective Time, each Common Share and Preferred Share was automatically cancelled and ceased to exist. Following the consummation of the Merger, the Common Shares are no longer quoted on the OTCQB Marketplace operated by the OTC Markets Group, Inc. (OTCQB).

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Common Shares are no longer quoted on the OTCQB, effective as of market close on September 24, 2019. The Company intends to file with the SEC a Form 15 requesting the termination of registration of the Common Shares under Section 12(g) of the Exchange Act of 1934, as amended (the Exchange Act), and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act; as a result, the Company will no longer file reports with the SEC.

Item 3.03. Material Modification to Rights of Security Holders.

The information in Items 2.01 and 3.01 is incorporated by reference herein.

At the Effective Time, the Companys stockholders immediately before the Effective Time ceased to have any rights as stockholders in the Company, other than their right to receive the Per Common Share Merger Consideration or Redemption Price, as applicable, or, with respect to stockholders holding Dissenting Shares, appraisal rights.

Item 5.01. Changes in Control of Registrant.

The information in the Introductory Note and Item 2.01 is incorporated by reference herein.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent. The aggregate consideration paid in connection with the Merger was approximately $5,082,979, which consideration was funded with cash on hand from Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with completion of the Merger, each of Peter K. Shea, Jaffrey (Jay) A. Firestone, Kevin Lewis and Sachin Latawa resigned from his respective position as a member of the Companys board of directors (the Board), and any committee thereof, effective as of the Effective Time, on September 24, 2019. Also on September 24, 2019, following the Effective Time, SungHwan Cho and Keith Cozza were appointed to the Board.

In connection with completion of the Merger, Kenneth Goldmann resigned from his position as Principal Executive Officer and Peter Kaouris from his position as Chief Accounting Officer, each effective as of the Effective Time, on September 24, 2019. Also, on September 24, 2019, following the Effective Time, Keith Cozza was appointed President and Secretary of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company amended and restated its certificate of incorporation and its bylaws. Copies of the Companys amended and restated certificate of incorporation and amended and restated bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 24, 2019, the Company held the Special Meeting to adopt the previously disclosed Merger Agreement. Holders of Common Shares as of July 10, 2019 (the Record Date) had one vote for each Common Share owned by such stockholder as of the close of business on the Record Date. Holders of Preferred Shares were not entitled to vote at the Special Meeting on any matter.

to applicable law and the terms of the Merger Agreement, the approval of the Merger and adoption of the Merger Agreement required the affirmative vote of both (i) the holders of a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement (the Stockholder Vote) and (ii) the holders of a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement that were not beneficially owned by Parent, Merger Sub or their affiliates (the Unaffiliated Stockholder Vote). As of the Record Date, there were 8,994,814 Common Shares outstanding and entitled to vote, including 4,255,194 Common Shares that were not beneficially owned by Parent, Merger Sub or their affiliates.

According to the report of the inspector of elections, at the Special Meeting, the Merger was approved and the Merger Agreement was adopted by the requisite vote of the stockholders of the Company. The Merger was approved and the Merger Agreement was adopted by approximately 76.41% of the aggregate voting power of the outstanding Common Shares, and by holders of approximately 50.14% of the Common Shares not beneficially owned by Parent, Merger Sub or their affiliates. A second proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies, was not needed because there were sufficient votes to approve the proposal to adopt the Merger Agreement.

The tally of the votes for the Stockholder Vote is as follows:

Voltari Corp Exhibit
EX-3.1 2 d809254dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLTARI CORPORATION FIRST. The name of the corporation (hereinafter called the Corporation) is Voltari Corporation. SECOND. The address of the Corporations registered office in the State of Delaware is Corporation Trust Center,…
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About Voltari Corporation (OTCMKTS:VLTC)

Voltari Corporation is engaged in the business of acquiring, financing and leasing commercial real properties. The Company owns approximately one commercial real property in Long Branch, New Jersey, which it leases to JPMorgan Chase Bank, N.A. (Chase) pursuant to a triple net lease (the Long Branch Lease). The Company intends to acquire additional properties primarily in the Northeast United States. The Company intends to lease such properties pursuant to double net or triple net leases. The Company intends to explore additional strategic opportunities from time to time, which may include opportunities with respect to its intellectual property, investments in various industries or acquisitions. The Company’s subsidiary is Voltari Real Estate Holding LLC.