IQNT Inteliquent, Inc.

 

 

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): February 8, 2016

 

 

INTELIQUENT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33778		31-1786871
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 West Adams Street

9th Floor

Chicago, Illinois 60661

(Address of principal executive offices, including Zip Code)

(312) 384-8000

(Registrant’s 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:

 

¨	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))

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2016, the Compensation Committee of the Board of Directors (the “Board”) of Inteliquent, Inc. (the “Company”) approved an amendment (the “Amendment”) to the employment agreements between the Company and its executive officers, including named executive officers (each, an “Executive Officer”. Pursuant to the Amendment, to the extent the Executive Officer receives any incentive-based compensation, or any other compensation under the Executive Officer’s employment agreement or any other agreement or arrangement with the Company, and such compensation is subject to recovery under any law, government regulation or stock exchange listing requirement, such compensation will be subject to such deduction or clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

 

Item 8.01.

Other Events.

Recurring Cash Dividend

On February 12, 2016, the Company issued a press release announcing that its Board authorized and declared a regular quarterly dividend of $0.15 per outstanding share of common stock (the “Quarterly Dividend”). The payment date for the Quarterly Dividend is March 11, 2016 and the record date for the Quarterly Dividend is the close of business on February 26, 2016.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		2016 Form of Amendment to Employment Agreement.
99.1		Press release issued February 12, 2016.

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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.

 

		INTELIQUENT, INC.
		/s/ Richard L. Monto
Date: February 12, 2016		Name:		Richard L. Monto
		Title:		General Counsel, Senior Vice President and Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		2016 Form of Amendment to Employment Agreement.
99.1		Press release issued February 12, 2016.

Exhibit 10.1

[            ] AMENDMENT TO

EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (“First Amendment”) is made by and between Inteliquent, Inc. (the “Company”) and [                    ] (the “Executive”). This First Amendment is made as of February 11, 2016.

BACKGROUND

A. The Company and Executive entered into an Employment Agreement dated [                    ] (collectively, the “Agreement”).

B. The parties wish to amend the Agreement to reflect the following change.

THE AGREEMENT

In consideration of (i) Executive’s right to continued employment and (ii) Executive’s right to participate in the Company’s long term equity incentive program for 2016, the parties agree as follows:

1. Definitions. All capitalized terms not defined in this First Amendment have the same meanings given to those terms in the Agreement.

2. Section 2.3. The following new Section 2.3 is hereby added to the Agreement:

Notwithstanding any other provision in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company that is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deduction or clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

3. Section References. Section titles used in this First Amendment have no substantive meaning and are not a part of the parties’ agreement.

4. Successors and Assigns. This First Amendment is binding upon and inures to the benefit of the successors and permitted assigns of the parties.

5. Entire Agreement. Except as expressly modified by this First Amendment, the Agreement is and will remain in full force and effect in accordance with its terms and constitutes the legal and binding obligations of the Company and Executive. This First Amendment, including the Agreement, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect to the subject matter of this First Amendment

[Signatures on Next Page]

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The Company and Executive have executed this First Amendment as of the date first set forth above.

 

Inteliquent, Inc.
By:						By:
Name:		[                    ]						[                    ]
Title:		[                    ]

Exhibit 99.1

 

Analyst Contact:

Kurt Abkemeier

investorrelations@inteliquent.com

FOR IMMEDIATE RELEASE

Inteliquent Declares Quarterly Dividend

Chicago, February 12, 2016 – Inteliquent, Inc. (NASDAQ: IQNT), the carrier for communication service providers, announced today that its Board of Directors has declared a quarterly dividend of $0.15 per outstanding share of common stock. The quarterly dividend will be paid on March 11, 2016 to stockholders of record as of the close of business on February 26, 2016.

About Inteliquent

Inteliquent is a leading provider of connectivity among communications service providers of all types. Inteliquent is used by nearly all national and regional wireless carriers, cable companies and CLECs in the markets it serves, and its network carries approximately fifteen billion minutes of traffic per month. Please visit Inteliquent’s website at www.inteliquent.com and follow us on Twitter @Inteliquent.

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