- Current report filing (8-K)
October 05 2012 - 6:07AM
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): October 5, 2012
NEUTRAL TANDEM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33778
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31-1786871
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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550 West Adams Street
9th Floor
Chicago, Illinois 60661
(Address of principal executive offices, including Zip Code)
(312) 384-8000
(Registrants telephone number, including area code)
(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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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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Item 8.01. Other Events.
Special One-Time Cash Dividend
On October 5, 2012, Neutral Tandem,
Inc. d/b/a Inteliquent (the Company) issued a press release announcing that its Board of Directors has authorized and declared a special one-time cash dividend of $3.00 per outstanding share of common stock (the Special
Dividend). The payment date for the Special Dividend is October 30, 2012. The Company expects NASDAQ to set the ex-dividend date as October 31, 2012. Shareholders who sell their shares prior to the ex-dividend date will also be
selling their right to receive the Special Dividend. The record date for the Special Dividend is the close of business on October 16, 2012.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Ongoing Carrier Dispute and Negotiations
As previously disclosed, the
Company has a dispute with a carrier to which it terminates voice traffic. The carrier is one of the Companys largest customers and claims the Company has been improperly terminating long distance traffic to it in breach of the parties
agreement. The final outcome and impact of this dispute cannot be predicted. The Company establishes accruals only for those matters where it determines that a loss is probable and the amount of loss can be reasonably estimated. The Company is not
currently able to estimate reasonably the loss that it may incur, if any, in connection with this dispute. However, such loss, if any, could be material to the Companys result of operations in the period recognized.
In addition, the Company is in active negotiations with the same carrier concerning the rates the carrier pays to the Company for
services the carrier currently purchases from the Company and the amount the Company would pay to terminate certain traffic to the carrier. The Company has proposed paying the carrier a significant amount to terminate certain traffic to the carrier
and significantly reducing the rates the carrier pays to the Company for services the Company provides. The Company cannot predict the final termination amounts the Company will pay the carrier and the final rates the carrier will pay the Company
for the services the Company provides, or whether the carrier will cease purchasing all or a portion of such services from the Company. The Company also cannot predict whether the matters described in this Current Report on Form 8-K will cause the
Companys financial results to be below the full year 2012 estimates disclosed by the Company on August 7, 2012.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press release issued October 5, 2012.
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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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NEUTRAL TANDEM, INC.
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Date: October 5, 2012
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/s/ Richard L. Monto
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Name: Richard L. Monto
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Title: General Counsel, Senior Vice President and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release issued October 5, 2012.
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