Current Report Filing (8-k)
March 09 2017 - 8:26AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March 9, 2017
FTE
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-31355
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81-0438093
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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999
Vanderbilt Beach Rd, Suite 601
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Naples,
FL
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34108
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(Address
of principal executive offices)
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(Zip
Code)
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877-878-8136
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
March 9, 2017, FTE Networks, Inc. (the “
Company
”), entered into a Stock Purchase Agreement (the “
Purchase
Agreement
”) with (i) Benchmark Builders, Inc., a privately held New York corporation (“
Benchmark
”),
and (ii) each of Benchmark’s stockholders (collectively, the “
Sellers
”). Under the terms of the Purchase
Agreement, the Company agreed to purchase all the issued and outstanding capital stock of Benchmark from the Sellers for $75,000,000,
subject to certain prospective working capital adjustments. The closing of the transaction contemplated by the Purchase Agreement
is subject to certain conditions precedent enumerated therein, and will occur five (5) business days after the satisfaction or
waiver of such closing conditions. At the closing of the transaction, the Company agreed to deliver cash consideration in an aggregate
amount of $55,000,000, agreed to issue and deliver an aggregate of 17,825,350 shares of the Company’s common stock, and
agreed to issue promissory notes in the aggregate amount of $10,000,000 to the Sellers.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Purchase Agreement, which is filed hereto as
Exhibit 10.1
.
A copy of the press release is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibit
No. Description
:
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EXHIBIT
NO.
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DESCRIPTION
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LOCATION
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10.1
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Stock
Purchase Agreement, by and between the Company, Benchmark and the Sellers
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Filed
herewith
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99.1
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Press
Release dated March 9, 2017.
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Filed
herewith
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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 hereunto duly authorized.
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FTE
NETWORKS, INC.
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By:
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/s/
David Lethem
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David
Lethem
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Chief
Financial Officer
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Date:
March 9, 2017
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