Current Report Filing (8-k)
December 20 2017 - 5:21PM
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):
December 20, 2017
STRAIGHT PATH COMMUNICATIONS INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-36015
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46-2457757
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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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:
☐
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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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 8.01 Other Events.
As previously disclosed,
on October 24, 2017, Straight Path Communications Inc., a Delaware corporation (the “
Company
”), entered into
a Settlement Agreement and Release (the “
Settlement Agreement
”) with IDT Corporation, a Delaware corporation
(“
IDT
”), PR-SP IP Holdings LLC, a Delaware limited liability company (“
Assignee
”), and Straight
Path IP Group, Inc., a Delaware corporation (which was subsequently converted into a Delaware limited liability company, “
SPIP
”).
Concurrently with the entry into the Settlement Agreement, the Company formed a Delaware statutory trust (the “
Trust
”)
and named the independent directors of the Company as the initial independent trustees of the Trust. The Company agreed to contribute
to the Trust (a) $4.5 million in cash and (b) its entitlement to 22% of the net proceeds from the SPIP patent portfolio. The stockholders
of the Company as of the Record Date (as defined below) will be named as the beneficiaries of the Trust, and will therefore be
indirectly entitled to receive 22% of the net proceeds, if any, from the SPIP patent portfolio. Any distributions from the Trust
will be subject to withholding for expenses and other charges and net of any and all applicable taxes. The Settlement Agreement
was negotiated and approved by a special committee of the independent directors of the Company.
The Company announced today
that its special committee of independent directors has authorized and declared 5:00 p.m. Eastern Time on January 3, 2018 as the
record date for determination of the stockholders to be designated as beneficiaries under the Trust (the “
Record Date
”),
provided
, that the independent trustees of the Trust (currently the special committee of independent directors) retain the
right to change or postpone the Record Date. The Company’s Class A and Class B stockholders as of the Record Date will be
designated as beneficiaries of the Trust in proportion to such stockholders’
pro rata
ownership interests in the Company’s
common stock as of the Record Date. The designation will be effective as of January 4, 2018. The beneficial interests in the Trust
will not be transferable, except in limited circumstances pursuant to operation of law. There can be no assurance that any net
proceeds will become available or that any distributions will be made.
For U.S. federal income
tax purposes, receipt of the Trust interest may be taxable to stockholders, and the beneficial interest in the Trust is expected
to be treated as an ownership interest in SPIP, an entity treated as a partnership for U.S. federal income tax purposes. Assuming
such treatment, stockholders will be allocated income and other items of SPIP in accordance with the amended and restated limited
liability company agreement of SPIP, and stockholders will be required to reflect such income and other items on their own U.S.
tax returns, possibly in advance of the receipt of cash distributions. Stockholders, including non-U.S. stockholders and tax-exempt
U.S. stockholders, should consult with their own tax advisors concerning required U.S. tax return filing, withholding and payment
obligations in connection with holding a beneficial interest in the Trust. Stockholders should also review their organizational
documents for any provisions that may be relevant to their ability to hold the beneficial interest in the Trust. As stated above,
the beneficial interests in the Trust will not be transferable except in limited circumstances pursuant to operation of law.
For additional information
regarding the Trust and potential U.S. federal income tax considerations, please see “
Additional Information for Straight
Path Stockholders
” posted on the Company’s website at http://spathinc.com/investors/, provided that such document
is not incorporated by reference herein.
2
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.
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STRAIGHT PATH COMMUNICATIONS INC.
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Dated: December 20, 2017
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By:
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/s/ Jonathan Rand
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Name: Jonathan Rand
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Title: Chief Financial Officer
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Straight Path Communications Inc. Class B (delisted) (AMEX:STRP)
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