Current Report Filing (8-k)
September 06 2019 - 9:13AM
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): August 31, 2019
FTE
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38322
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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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237
West 35th Street, Suite 806
New
York, NY
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10001
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common stock ($0.001
par value)
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FTNW
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
2.04
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Triggering Events
that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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As
previously disclosed in the Current Report on Form 8-K/A of FTE Networks, Inc. (the “Company”) that was filed
with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, certain judgments in the aggregate
amount of approximately $4.2 million were entered against the Company in favor of six holders of convertible notes of the Company.
The failure of the Company to satisfy, vacate or stay first judgment to be entered during the 30-day period following the entry
of such judgement on July 31, 2019 constituted an event of default under the Amended and Restated Credit Agreement dated as of
July 2, 2019 (the “Credit Agreement”) among the Company and its subsidiaries, Jus-Com, Inc. and Benchmark Builders,
Inc., as borrowers, Lateral Juscom Feeder LLC, as Administrative Agent (“Lateral”), and the several lenders
party thereto (together with Lateral, the “Lenders”). The occurrence and continuation of the event of default
under the Credit Agreement gives the Lenders the right to accelerate the repayment of all amounts borrowed under the Credit Agreement,
which totaled approximately $54,518,260.46 as of August 31, 2019, among other remedies. The payment obligations of the
Company and its subsidiaries under the Credit Agreement are secured by substantially all of the Company’s assets.
To
date, none of the indebtedness under the Credit Agreement has been accelerated by the Lenders. The Company is currently in discussions
with the Lenders regarding the possibility of obtaining a waiver or forbearance of the existing event of default.
Forward
Looking Statements
This
Current Report on Form 8-K may contain “forward looking statements” regarding future events that are based on the
Company’s current expectations and are necessarily subject to risks and uncertainty, including risks related to, among other
things, the Company’s ability to obtain a waiver or forbearance of certain events of default under the Credit Agreement.
Actual results may differ materially from those in the forward-looking statements, including the potential liability resulting
from pending or future litigation which could adversely affect the Company’s business, financial condition and results of
operation. The Company undertakes no obligation to revise or update publicly any forward-looking statements.
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/
Fred Sacramone
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Fred Sacramone
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Interim Chief Executive Officer
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Date:
September 6, 2019
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