Current Report Filing (8-k)
April 25 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 25, 2017
STRAIGHT PATH
COMMUNICATIONS INC.
(Exact name of registrant as specified
in its charter)
|
|
|
|
|
Delaware
|
|
1-36015
|
|
46-2457757
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File No.)
|
|
(IRS Employer
Identification No.)
|
5300 Hickory Park Drive, Suite 218
Glen Allen, Virginia, 23059
(Address of principal executive offices
and zip code)
Registrant’s telephone
number, including area code: (804) 433-1522
Not applicable
(Former name or former address, if
changed since last report)
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:
x
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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.
o
Item 8.01 Other Events
On April 25, 2017, Straight Path
Communications Inc. (“Straight Path” or the “Company”) issued a press release disclosing that the
Straight Path board of directors had determined that an unsolicited offer from a multi-national telecommunications company to
acquire 100% of the issued and outstanding shares of Straight Path for $104.64 per share, which will be paid in stock,
constitutes a “Superior Proposal” as defined in Straight Path’s previously announced definitive agreement
and plan of merger with AT&T Inc. and Switchback Merger Sub Inc., dated as of April 9, 2017 (the “AT&T Merger Agreement”).
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH
THE SEC
Straight Path plans to file with the SEC and mail
to its stockholders a Proxy Statement/Prospectus in connection with the proposed transaction. THE PROXY STATEMENT/PROSPECTUS
WILL CONTAIN IMPORTANT INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and
security holders will be able to obtain free copies of the Proxy Statement/Prospectus and the other documents filed with the
SEC by Straight Path through the web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the Proxy Statement/Prospectus by phone, e-mail or written request by
contacting the investor relations department of Straight Path at the followin
g:
|
Straight Path Communications Inc.
|
|
Address:
|
5300 Hickory Park Dr. Suite 218
|
|
|
Glen Allen, VA 23059
|
|
|
Attention: Investor Relations
|
|
|
|
|
Phone:
|
804-433-1523
|
|
E-mail:
|
yonatan.cantor@straightpath.com
|
|
PARTICIPANTS IN THE SOLICITATION
Straight Path and its directors and
executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions
contemplated by the AT&T Merger Agreement. Information regarding Straight Path’s directors and executive officers
is contained in Straight Path’s Form 10-K for the year ended July 31, 2016 and its proxy statement dated November 22,
2016, which are filed with the SEC. A more complete description will be available in the Proxy Statement/Prospectus.
SAFE HARBOR
In this press release, all statements that are not
purely about historical facts, including, but not limited to, those in which we use the words "believe," "anticipate,"
"expect," "plan," "intend," "estimate, "target" and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements
represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed
or implied by these statements due to numerous important factors, including, but not limited to, those described in our Annual
Report on Form 10-K for the fiscal year ended July 31, 2016 and our other periodic filings with the SEC (under the headings "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"). We are under
no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether
as a result of new information, future events or otherwise.
NO OFFER OR SOLICITATION
This document does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number
|
|
Description
|
99.1
|
|
Press Release issued by Straight Path Communications Inc. on April 25, 2017
|
3
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
STRAIGHT PATH COMMUNICATIONS INC.
|
|
|
|
|
Dated: April 25, 2017
|
|
|
|
By:
|
|
/s/ Jonathan Rand
|
|
|
|
|
|
|
Name: Jonathan Rand
|
|
|
|
|
|
|
Title: Chief Financial Officer
|
4
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
99.1
|
|
Press Release issued by Straight Path Communications Inc. on April 25, 2017
|
Straight Path Communications Inc. Class B (delisted) (AMEX:STRP)
Historical Stock Chart
From Apr 2024 to May 2024
Straight Path Communications Inc. Class B (delisted) (AMEX:STRP)
Historical Stock Chart
From May 2023 to May 2024