DELTATHREE INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-07-13: Form 8-K; Period of report 2015-07-13; Description 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
- 2015-05-15: Form 8-K; Period of report 2015-05-12; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2015-04-27: Form 8-K; Period of report 2015-04-23; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2015-03-31: Form 8-K; Period of report 2015-03-26; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-07-13 | 8-K | 2015-07-13 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On July 13, 2015 (the “Effective Time”), pursuant to the previously announced Agreement and Plan of Merger, dated as of May 12, 2015 (the “Merger Agreement”), by and among deltathree, Inc., a Delaware corporation (the “Company”), D4 Holdings, LLC, a Delaware limited liability company (“D4”), and D4 Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of D4 (“Merger Sub”). 5.02 In accordance with the terms of the Merger Agreement, at the Effective Time, each of the directors of the Company immediately prior to the Effective Time resigned as directors of the Company and the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation (as defined in the Merger Agreement). 5.03 At the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated, pursuant to the Merger Agreement, which are filed as Exhibits 3.1and 3.2 hereto, respectively, and are incorporated herein by reference. | v415132_8k.htm |
| 2015-05-15 | 8-K | 2015-05-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v410929_8k.htm |
| 2015-04-27 | 8-K | 2015-04-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | v408392_8k.htm |
| 2015-03-31 | 8-K | 2015-03-26 | 8.01 Other Events | 8.01 On February 25, 2015, D4 Holdings, LLC ("D4 Holdings"), the holder of approximately 54.0% of the issued and outstanding shares of the common stock, par value $0.001 per share (the "Common Stock"), of deltathree, Inc. (the "Company') sent a letter to the Company's board of directors that indicated that within three to four weeks of the date of the letter D4 Holdings intended to initiate a tender offer to purchase all of the outstanding shares of the Common Stock not owned by D4 Holdings at a purchase price of $0.01 per share in cash. | v405942_8k.htm |
| 2015-03-02 | 8-K | 2015-02-25 | 8.01 Other Events | 8.01 On February 25, 2015, D4 Holdings, LLC ("D4 Holdings"), the holder of approximately 54.0% of the issued and outstanding shares of the common stock, par value $0.001 per share (the "Common Stock"), of deltathree, Inc. (the "Company') sent a letter (the "Proposal Letter") to the board of directors of the Company that indicates that D4 Holdings intends to initiate a tender offer (the “tender offer”) to purchase all of the outstanding shares of Common Stock not owned by D4 Holdings at a purchase price of $0.01 per share in cash. | v403286_8k.htm |
| 2015-02-11 | 8-K | 2015-01-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 12, 2015, the Board of Directors Colleen Jones tendered her resignation as a member of the Board of Directors to pursue other opportunities, and the Board appointed Charles "Chip" Barker to fill the vacancy on the Board of Directors, effective immediately. | v401224_8-k.htm |