ALTEVA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-28: Form 8-K; Period of report 2015-12-21; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
- 2015-12-22: Form 8-K; Period of report 2015-12-21; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2015-11-17: Form 8-K; Period of report 2015-11-16; Description 5.07 Submission of Matters to a Vote of Security Holders.
- 2015-11-09: Form 8-K; Period of report 2015-11-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-28 | 8-K | 2015-12-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As of the effective time of the Merger (the “Effective Time”), the bylaws of the Company were amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. | a15-25436_18k.htm |
| 2015-12-22 | 8-K | 2015-12-21 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 The Introductory Note to this Current Report on Form 8-K is incorporated herein by reference. 3.01 On the Closing Date, the Company notified the New York Stock Exchange (“NYSE”) that the Merger had been completed and requested that trading in the Common Stock be suspended as of the close of business on the Closing Date. 3.03 As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all issued and outstanding shares of Common Stock were automatically cancelled and converted into the right to receive the Common Stock Merger Consideration. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect wholly-owned subsidiary of Parent. 5.02 As of the Effective Time, each of the directors of the Company resigned as directors of the Company. 8.01 On December 21, 2015, the Company issued a press release announcing the closing of the Merger. | a15-25347_18k.htm |
| 2015-11-17 | 8-K | 2015-11-16 | 5.07 Submission of Matters to a Vote of Security Holders | a15-23627_18k.htm | |
| 2015-11-09 | 8-K | 2015-11-06 | 8.01 Other Events | 8.01 On November 6, 2015, Alteva, Inc. (“Alteva”) issued a press release related to proxy advisory reports issued by Institutional Shareholder Services, Inc. and Glass Lewis & Co. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | a15-22694_18k.htm |
| 2015-09-25 | 8-K | 2015-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 21, 2015, Mr. Brian H. Callahan resigned his position as Executive Vice President, Chief Financial Officer, Treasurer, and Secretary of Alteva, Inc. (the “Company”) effective October 9, 2015, to pursue another opportunity. | a15-20267_18k.htm |
| 2015-09-03 | 8-K | 2015-09-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On September 2, 2015, Alteva, Inc., a New York corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MBS Holdings, Inc., a Delaware corporation (“Parent”), and Arrow Merger Subsidiary, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. 8.01 On September 3, 2015, the Company and Momentum Telecom, Inc. issued a joint press release announcing, among other things, the Company’s entry into the Merger Agreement. | a15-19007_18k.htm |
| 2015-08-27 | 8-K | 2015-08-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 21, 2015, the Compensation Committee of the Board of Directors of Alteva, Inc. approved amendments to the vesting terms of unvested equity grants for all employees with outstanding grants under the Amended and Restated Warwick Valley Company 2008 Long-Term Incentive Plan (the “Plan”). | a15-18594_18k.htm |
| 2015-08-14 | 8-K | 2015-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2015, Alteva, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2015. | a15-17760_18k.htm |
| 2015-08-11 | 8-K | 2015-08-11 | 7.01 Regulation FD Disclosure | 7.01 Alteva, Inc. (“Alteva” or the “Company”) (NYSE MKT: ALTV), a premier provider of hosted Unified-Communications-as-a-Service (“UCaaS”), today announced that it is postponing the date of its annual meeting, which had previously been expected to be held on September 17, 2015 with a record date of August 11, 2015. | a15-17456_18k.htm |
| 2015-05-19 | 8-K | 2015-05-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 15, 2015, Alteva, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2015. 8.01 On May 15, 2015, the Board of Directors of the Company announced a special cash dividend of $2.60 on each outstanding share of the Company’s common stock. | a15-12338_18k.htm |
| 2015-03-20 | 8-K | 2015-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2015, Alteva, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended December 31, 2014. | a15-7358_18k.htm |
| 2015-03-03 | 8-K | 2015-03-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 3, 2015, Alteva, Inc. (the “Company”) entered into key employee retention agreements substantially in the form of Exhibit 10.1 (each a “Retention Agreement”) with each of following executives: (1) Mr. Brian J. Kelley, the Company’s Chief Executive Officer and principal executive officer, (2) Mr. Brian H. Callahan, the Company’s Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, (3) Mr. Mardoqueo Marquez, the Company’s Executive Vice President and Chief Technology Officer and (4) Mr. William K. Birnie, the Company’s Executive Vice President and Chief Marketing Officer (each, an “Officer”). | a15-5835_18k.htm |
| 2015-01-21 | 8-K | 2015-01-20 | 8.01 Other Events | 8.01 On January 20, 2015, Alteva, Inc. (the “Company”) announced that its Board of Directors has hired an advisor to evaluate alternatives to enhance the Company’s shareholder value. | a15-2850_18k.htm |