Report of Foreign Issuer (6-k)
June 30 2014 - 10:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2014
Commission File Number: 001-35135
Sequans
Communications S.A.
(Translation of Registrants name into English)
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone : +33 1 70 72 16 00
(Address of Principal Executive Office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): Yes
¨
No
x
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes
¨
No
x
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document
that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules
of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if
discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether
the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes
¨
No
x
If Yes is
marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
Sequans Communications S.A. (the
Company
) hereby announces that at the
combined ordinary and extraordinary meeting of shareholders held on June 26, 2014, the Companys shareholders approved all of the proposals brought before the meeting, as described in the attached Agenda, with the exception of the 15th
proposal to approve a capital increase reserved for employees. The results are in line with the recommendations that were made by the Board of Directors.
American Depositary Shares representing 19,620,205 ordinary shares of the Company, and 223,000 ordinary shares, together representing
19.843.205 ordinary shares in total (33.6% of the ordinary shares outstanding as of the record date), were voted at the meeting.
Sequans Communications S.A.
Agenda Combined Ordinary and Extraordinary Meeting of Shareholders
June 26, 2014
Ordinary Matters
|
1.
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Approval of the statutory financial statements for the year ended December 31, 2013
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2.
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Approval of the consolidated accounts for the year ended December 31, 2013
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3.
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Agreements within the scope of Article L. 225-38 of the French Commercial Code
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4.
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Appropriation of net loss for the year ended December 31, 2013
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5.
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Approval of the compensation plan for non-executive directors
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6.
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Appointment of Mr. Yves Maître as director
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7.
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Appointment of Mr. Hubert de Pesquidoux as director
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8.
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Renewal of appointment of Ernst & Young Audit as statutory auditor
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9.
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Ratification of change of headquarters address
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Extraordinary Matters
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10.
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Subject to the condition precedent that the appointment of Mssrs. Yves Maître and Hubert de Pesquidoux as directors is approved, issuance of 85,000 stock subscription warrants; establishing the conditions for
exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Alok Sharma, Mr. James Patterson, Mr. Zvi Slonimsky, Mr. Hubert de Pesquidoux, Mr. Dominique
Pitteloud, Mr. Gilles Delfassy and Mr. Yves Maitre; powers to be granted to the Board of Directors
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11.
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Authorization given to the Board of Directors to grant stock subscription options, and renunciation of shareholders preemptive subscription rights in favor of the beneficiaries of such options; conditions attached
to such authorization; powers to be granted to the Board of Directors
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12.
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Authorization granted to the Board of Directors to issue stock subscription warrants (stock warrants), and revocation of shareholders preemptive subscription rights in favor of the holders of such
warrants; conditions attached to such authorization; powers to be granted to the Board of Directors
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13.
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Setting an overall ceiling of 1,350,000 for issues of stock subscription options, free shares and stock subscription warrants (stock warrants)
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14.
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Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of 300,000 by issuing shares and/or securities that confer rights to Sequans Communications S.A.s
(the
Company
) equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class
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15.
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Authority to be delegated to the Board of Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
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16.
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Powers and formalities
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SEQUANS COMMUNICATIONS S.A.
(Registrant)
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Date: June 30, 2014
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By:
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/s/ Deborah Choate
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Deborah Choate
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Chief Financial Officer
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