WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR. |
Special Meeting of Stockholders (the Special Meeting) at which the
Companys stockholders approved the proposal and granted
authorization to the Board of Directors (the “Board”) to to amend
the Companys Amended and Restated Certificate of Incorporation (the
Charter Amendments ) to effect a reverse stock split of the
Company’s Class A Common Stock and Class B Common Stock issued and
outstanding common stock, par value $0.01 per share (collectively,
the “Common Stock”) at a ratio of 1-for-4>with such reverse
stock split to be effected at such time and date, if at all, in its
sole discretion (the Reverse Split Proposal).
Split Proposal, the Board approved a reverse stock split of the
Common Stock at a ratio of 1-for-4>(the Approved Split) and
proceeded to file with the Secretary of State of the State of
Delaware the Charter Amendments to affect the Approved Split. The
Approved Split will be effective at 5:00 p.m. (eastern time) on
June 7, 2017>(the Effective Time).
provide that, among other things, at the Effective Time, every four
shares of the Companys issued and outstanding Class A Common Stock
and Class B Common Stock will automatically be combined into one
issued and outstanding share of Class A Common Stock and Class B
Common Stock, respectively, without any change in par value per
share. As a result of the Approved Split, the number of issued and
outstanding shares of Class A Common Stock issued and outstanding
would be reduced from approximately 48 million shares to
approximately 12 million shares, and the number of shares of our
Class B Common Stock issued and outstanding would be reduced from
approximately 14 million shares to approximately 3.5 million
shares, respectively.
Approved Split is 957541204. As a result of the Approved Split,
holders of old Common Stock prior to the Effective Time have the
right to receive new shares of Common Stock at the ratio of one
share of new Common Stock for every four shares of old Common
Stock. No fractional shares will be issued in connection with the
Approved Split. Instead, holders of old shares of Common Stock who
otherwise would have received fractional shares will receive an
amount in cash equal to the value of such fractional shares based
on the average of the closing prices (as adjusted to reflect the
reverse stock split) of our Class A Common Stock on the NASDAQ
Capital Market or other primary trading market for the Class A
Common Stock for the five trading days immediately preceding the
Effective Time. Each stockholders percentage ownership interest in
the Company and the proportional voting power remain unchanged in
connection with the Approved Split, except for minor changes and
adjustments resulting from the effect of fractional interests. The
rights and privileges of the holders of the Common Stock are
unaffected by the Approved Split.
entirety by reference to the Charter Amendment, which is attached
to this Current Report on Form 8-K as Exhibit 3.1 and incorporated
herein by reference.
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Item 5.07.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Company was held on May 30, 2017. At the Special Meeting, the
stockholders voted on the following proposal and cast their votes
as described below.
Company’s Amended and Restated Certificate of Incorporation to
effect a reverse stock split of our Class A Common Stock and
Class B Common Stock whereby, each outstanding four (4) shares of
the Company’s Class A Common Stock and Class B Common Stock,
respectively, would be combined into and become one share of the
Company’s Class A Common Stock or Class B Common Stock, as
applicable, and grant authorization to the Board of Directors to
determine, in its discretion, whether to implement the proposed
amendment, including its specific timing.
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For
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Against
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Abstain
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The Reverse Split Proposal
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85,264,690
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11,547,610
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102,544
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Item 8.01.
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OTHER EVENTS
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Approved Split. A copy of the press release is attached as Exhibit
99.1 to the Current Report on Form 8-K.
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Item 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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3.1
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Amendment to Amend and Restated Certificate of
Incorporation of Westell Technologies, Inc. regarding the Approved Split. |
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99.1
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Press release, dated May 31, 2017.
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About WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL)
Westell Technologies, Inc. is a provider of in-building wireless, intelligent site management, cell site optimization and outside plant solutions. The Company’s set of products and solutions are designed to manage network performance for carriers, integrators and other network operators. The Company operates in two segments: In-Building Wireless (IBW) and Communication Solutions Group (CSG). The Company’s segments are engaged in the design, development, assembly, and marketing of a range of products and solutions. The IBW segment solutions include distributed antenna systems (DAS) conditioners, digital repeaters and bi-directional amplifiers (BDAs), and system components and antennas, all used by wireless service providers and third-party hosts to fine tune radio frequency (RF) signals. The Company’s intelligent site management solutions include a suite of remote monitoring and control devices. WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL) Recent Trading Information
WESTELL TECHNOLOGIES, INC. (NASDAQ:WSTL) closed its last trading session down -0.079 at 0.741 with 721,443 shares trading hands.
