Additional Proxy Soliciting Materials (definitive) (defa14a)
November 04 2021 - 4:46PM
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): November 4, 2021
FTS INTERNATIONAL, INC.
(Exact name of
registrant as specified in its charter)
Delaware
|
001-38382
|
30-0780081
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
777 Main Street, Suite 2900
Fort Worth, Texas 76102
(Address of Principal
Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (817) 862-2000
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 (see General
Instruction A.2. below):
|
☐
|
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))
|
Securities registered pursuant to Section 12(b)
of the Act:
Title of
each class
|
Trading
Symbol
|
Name of
each exchange on which registered
|
Class A Common Stock, par value $0.01 per share
|
FTSI
|
NYSE American
|
Series A Preferred Purchase Rights
|
|
NYSE American
|
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 2.02. Results of Operations and Financial
Condition.
On November 4,
2021, FTS International, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter
ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
by reference herein.
The information
included in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Important Information For Investors And Stockholders
This communication
does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote
or approval. This communication relates to a proposed transaction between the Company and ProFrac Holdings, LLC (“Parent”).
In connection with this proposed transaction, the Company may file one or more proxy statements or other documents with the Securities
and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document the
Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders
of the Company as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available)
and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by the Company will be available free of charge on the Company’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx
or by contacting the Company’s primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000.
Participants in Solicitation
The Company, Parent,
their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No.
1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain
of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K.
These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
|
Exhibit Description
|
99.1
|
Press Release, dated November 4, 2021.
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
FTS INTERNATIONAL, INC.
|
By:
|
/s/ Jared Vitemb
|
|
Name: Jared Vitemb
|
|
Title: General Counsel, Chief Compliance Officer and Secretary
|
Date: November 4, 2021
FTS (AMEX:FTSI)
Historical Stock Chart
From Mar 2024 to Apr 2024
FTS (AMEX:FTSI)
Historical Stock Chart
From Apr 2023 to Apr 2024