NTS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-06-06: Form 8-K; Period of report 2014-06-06; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2014-05-28: Form 8-K; Period of report 2014-05-28; 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; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2014-05-15: Form 8-K; Period of report 2014-05-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2014-05-14: Form 8-K/A; Period of report 2013-12-18; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-06-06 | 8-K | 2014-06-06 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On June 6, 2014, in connection with the closing of the Merger (as defined below), NTS terminated the Term Loan, Guarantee and Security Agreement, dated as of October 6, 2011, by and among ICON Agent, LLC (as agent for the lenders signatory thereto), Xfone, Inc. (as a guarantor), Xfone USA, Inc., NTS Communications, Inc., Gulf Coast Utilities, Inc., ExPeTel Communications, Inc., NTS Construction Company, Garey M. Wallace Company, Inc., Midcom of Arizona, Inc., Communications Brokers, Inc., and NTS Management Company, LLC (as the borrower), and the other credit parties signatory thereto (the “Credit Agreement”). 2.01 On June 6, 2014, T3 North Intermediate Holdings, Inc. (f/k/a T3 North Intermediate Holdings, LLC, “Holdings”), an affiliate of Tower Three Partners LLC (“Tower Three”) completed the previously announced acquisition of NTS through the merger of North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”), with and into NTS (the “Merger”), with NTS continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Holdings, pursuant to the Agreement and Plan of Merger, dated as of October 20, 2013, by and among Holdings, NTS and Merger Sub (as amended, the “Merger Agreement”). 3.01 The information set forth in Item 2.01 is incorporated herein by reference. 3.03 The information set forth in Items 2.01 and 5.03 is incorporated by reference herein. 5.01 The information set forth in Item 2.01 is incorporated by reference herein. 5.02 In connection with the Merger, each of the following members of the board of directors of NTS resigned from the board of directors of NTS, and all committees thereof: Guy Nissenson, Shemer S. Schwarz, Arie Rosenfeld, Timothy M. Farrar, Alan L. Bazaar, Don Carlos Bell III, Andrew J. MacMillan, Jeffrey E. Eberwein and Richard K. Coleman, Jr. As of the effective time of the Merger, Holdings, as the sole stockholder of NTS, elected William D. Forrest as the sole member of NTS’ board of directors. 5.03 Effective upon the closing of the Merger, the articles of incorporation and bylaws of NTS were amended and restated in their entirety. | v380924_8k.htm |
| 2014-05-28 | 8-K | 2014-05-28 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 On May 28, 2014, NTS, Inc. (“NTS” or the “Company”) issued a promissory note (the “Note”) in the aggregate principal amount of $2,000,000 to Lone Star Value Co-Invest I, LP, an affiliate of Jeffrey Eberwein, who serves on the Company’s board of directors. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 is incorporated by reference into this Item 3.02. | nts_8k.htm |
| 2014-05-15 | 8-K | 2014-05-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 15, 2014, NTS, Inc. (“NTS” or the “Company”) entered into a Second Amendment (the “Second Amendment”) to that certain Agreement and Plan of Merger dated October 20, 2013, as amended April 14, 2014 (as so amended, the “Merger Agreement”) by and among the Company, T3 North Intermediate Holdings, LLC a Nevada limited liability company (“Holdings”), and North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”). | nts_8k.htm |
| 2014-05-14 | 8-K/A | 2013-12-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 In connection with the annual shareholders’ meeting of NTS, Inc. (f/k/a Xfone, Inc., the “Company”) held on December 18, 2013, a majority of the votes cast on Proposal 4, regarding how frequently the Company should seek an advisory shareholder vote on the Company’s executive compensation, voted in favor of holding such an advisory vote every year. | nts_8k.htm |
| 2014-04-14 | 8-K | 2014-04-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 14, 2014, NTS, Inc. (“NTS” or the “Company”) entered into an Amendment (the “Amendment”) to that certain Agreement and Plan of Merger dated October 20, 2013 (as so amended, the “Merger Agreement”) by and among the Company, T3 North Intermediate Holdings, LLC a Nevada limited liability company (“Holdings”), and North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”). | v374778_8k.htm |
| 2014-02-26 | 8-K | 2014-02-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 26, 2014, the Company held a special meeting of stockholders (the “Meeting”) in connection with the Merger. | v369828_8k.htm |
| 2014-02-19 | 8-K | 2014-02-19 | 8.01 Other Events | 8.01 This Current Report on Form 8-K is being filed pursuant to a memorandum of understanding regarding the settlement of certain litigation relating to the proposed merger (the “Merger”) between NTS, Inc. (“NTS”) and North Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of T3 North Intermediate Holdings, LLC (“Holdings”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 20, 2013, by and among NTS, Holdings and Merger Sub. | v369029_8k.htm |