ENVENTIS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-10-22: Form 8-K; Period of report 2014-10-16; Description 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2014-10-09: Form 8-K; Period of report 2014-10-08; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2014-08-06: Form 8-K; Period of report 2014-08-05; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2014-07-30: Form 8-K; Period of report 2014-07-30; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-10-22 | 8-K | 2014-10-16 | 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the Merger, Enventis has terminated (i) its Credit Agreement, dated as of August 11, 2011, by and among Enventis and the Lenders referred to therein and CoBank, ACB as Administrative Agent (the "Credit Agreement") and (ii) its Amended and Restated Rights Agreement, dated as of March 12, 2009, by and between Enventis and Wells Fargo Bank, National Association. 3.01 On October 16, 2014, Enventis notified the Nasdaq Stock Market LLC ("Nasdaq") of the effectiveness of the Merger, pursuant to which each share of Enventis' common stock was converted into the right to receive 0.7402 shares of common stock of Consolidated. 3.03 On October 16, 2014, the Merger was consummated in accordance with the Merger Agreement. 5.01 As a result of the Merger, a change of control of Enventis occurred and Enventis became a wholly-owned subsidiary of Consolidated. 5.02 In addition, as a result of the Merger, all of the current directors and officers of Enventis resigned from their directorships, any board committees of which they were a member, and all officer positions of Enventis, as of the effective time of the Merger. 5.03 Immediately following the effective time of the Merger, Enventis' restated articles of incorporation were amended and restated in their entirety to be substantially identical to the articles of incorporation of Merger Sub, as in effect immediately prior to the effective time of the Merger. | closing8k.htm |
| 2014-10-09 | 8-K | 2014-10-08 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 8, 2014, Enventis Corporation (the “Company” or “Enventis”) held a special meeting of the Company’s shareholders which approved (i) the Agreement and Plan of Merger, dated as of June 29, 2014 (the “Merger Agreement”), by and among Enventis, Consolidated Communications Holdings, Inc., a Delaware corporation (“Consolidated”), and Sky Merger Sub Inc., a Minnesota corporation and a wholly owned subsidiary of Consolidated (“Merger Sub”), pursuant to which Merger Sub will merge with and into Enventis, with Enventis as the surviving entity (the “Merger”), and the transactions contemplated thereby and (ii) an advisory vote regarding the change in control payments to Enventis’ named executive officers. 8.01 On October 8, 2014, Enventis issued a press release announcing the results of the special shareholders’ meeting. | f8k_100914.htm |
| 2014-08-06 | 8-K | 2014-08-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k_080614.htm |
| 2014-07-30 | 8-K | 2014-07-30 | 8.01 Other Events | 8.01 On June 30, 2014, Enventis Corporation (the “Company” or “Enventis”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | f8k_073014.htm |
| 2014-07-30 | 8-K | 2014-07-30 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 30, 2014, Enventis Corporation announced its sales and earnings for the second quarter ended June 30, 2014. 7.01 The information set forth under Item 2.02 above also is intended to be disclosed under this Item 7.01 and is incorporated herein by reference. | form8k.htm |
| 2014-07-09 | 8-K | 2014-07-09 | 8.01 Other Events | 8.01 On June 30, 2014, Enventis Corporation (the “Company” or “Enventis”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | f8k_070914.htm |
| 2014-06-30 | 8-K | 2014-06-30 | 8.01 Other Events | 8.01 On June 29, 2014, Enventis Corporation (the “Company” or “Enventis”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | f8k_063014.htm |
| 2014-06-30 | 8-K | 2014-06-30 | 8.01 Other Events | 8.01 On June 30, 2014, Enventis Corporation (the “Company” or “Enventis”) and Consolidated Communications Holdings, Inc. (“Consolidated”) entered into an Agreement and Plan of Merger (“Merger Agreement”). | f8k_063014.htm |
| 2014-06-30 | 8-K | 2014-06-30 | 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 On June 29, 2014, the board of directors of Enventis amended the Rights Agreement as set forth in Item 1.01 of this Form 8-K. The text of the amendment is attached hereto as Exhibit 4.1 hereto and is incorporated by reference herein. 5.02 In the case of a Change of Control of the Company, with respect to each outstanding Award under the Program as of the date of the Change of Control, as of the end of each year of the Program Period for such Award, the Participant shall be deemed to meet the objective at target for such year and will be 100% vested in the Award for that Program Period if the Participant is employed on the last day of the Program Period. 5.03 On June 29, 2014, the board of directors of Enventis amended the by-laws of Enventis to provide an exclusive forum for resolving disputes. | f8k_063014.htm |
| 2014-05-07 | 8-K | 2014-05-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On May 6, 2014, the shareholders of Hickory Tech Corporation (the "Company") approved an amendment to the Articles of Incorporation to change the Company's name from Hickory Tech Corporation to Enventis Corporation, effective upon the filing of the amendment, which was completed on May 6, 2014. 5.07 On May 6, 2014, HickoryTech held its Annual Meeting of stockholders. 7.01 The following information is being furnished pursuant to Regulation FD. | form8k.htm |
| 2014-05-02 | 8-K | 2014-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 HickoryTech Corporation presented its first quarter 2014 earnings conference call on May 2, 2014. | form8k.htm |
| 2014-05-01 | 8-K | 2014-05-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 1, 2014, Hickory Tech Corporation announced its sales and earnings for the first quarter ended March 31, 2014. 7.01 The information set forth under Item 2.02 above also is intended to be disclosed under this Item 7.01 and is incorporated herein by reference. | form8k.htm |
| 2014-03-11 | 8-K | 2014-03-10 | 7.01 Regulation FD Disclosure | 7.01 The following information is being furnished pursuant to Regulation FD. | form8k.htm |
| 2014-03-04 | 8-K | 2014-03-04 | 2.02 Results of Operations and Financial Condition | 2.02 HickoryTech Corporation presented its fourth quarter 2013 earnings conference call on March 4, 2014. | form8k.htm |
| 2014-03-03 | 8-K | 2014-03-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 3, 2014, Hickory Tech Corporation announced its sales and earnings for the fourth quarter ended December 31, 2013. 7.01 The information set forth under Item 2.02 above also is intended to be disclosed under this Item 7.01 and is incorporated herein by reference. | form8k.htm |