UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the
month of May 2020
Commission
File Number: 001-35135
Sequans
Communications S.A.
(Translation of
Registrant’s name into English)
15-55
boulevard Charles de Gaulle
92700
Colombes, France
Telephone :
+33 1 70 72 16 00
(Address of
Principal Executive Office)
Indicate by check
mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR
Note:
Regulation S-T
Rule 101(b)(1) only permits the submission in paper of a Form
6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check
mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR
Note:
Regulation S-T
Rule 101(b)(7) only permits the submission in paper of a Form
6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public
under the laws of the jurisdiction in which the registrant is
incorporated, domiciled or legally organized (the registrant’s
“home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report
or other document is not a press release, is not required to be and
has not been distributed to the registrant’s security holders, and,
if discussing a material event, has already been the subject of a
Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY
NOTE
On or about May
26, 2020, Sequans Communications S.A. (the “Company”)
mailed materials to holders of record at the close of business on
May 19, 2020 of ordinary shares and American Depositary Shares
(“ADSs”),
each representing four ordinary shares, of the Company in
connection with an ordinary general meeting and extraordinary
meeting of shareholders to be held at the Company’s headquarters in
Colombes, France on June 26, 2020. Copies of materials relating to
the Company’s ordinary general meeting and extraordinary meeting of
shareholders are also available on the Company’s website at
http://www.sequans.com/investors/corporate-governance
or by contacting
the Company’s investor relations department by telephone at +33 1
70 72 16 00 or by e-mail at
ir@sequans.com.
The Company’s
board of directors (the “Board of Directors”) has convened an
ordinary and extraordinary general shareholders’ meeting, in
accordance with the provisions of French law and of our Company’s
Articles of Incorporation and Bylaws, for the purpose of requesting
a vote on the following agenda items, as further detailed below and
in the attached “Resolutions Submitted to the Ordinary General
Meeting and Extraordinary Meeting of Shareholders on June 26,
2020”:
Ordinary Matters
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1.
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Approval of the
statutory financial statements for the year ended December 31,
2019
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2.
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Approval of the
consolidated accounts for the year ended December 31,
2019
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3.
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Appropriation of
net loss for the year ended December 31, 2019
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4.
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Related party
agreements within the scope of Article L. 225-38 of the French
Commercial Code
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5.
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Approval of the
compensation plan for non-executive directors
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6.
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Renewal of Mr.
Hubert de Pesquidoux as director
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7.
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Renewal of Ms.
Mailys Ferrere as director
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8.
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Renewal of Mr.
Yves Maitre as director
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9.
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Renewal of the
statutory auditor
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Extraordinary Matters
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10.
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Issuance of stock
subscription warrants to subscribe up to 252,000 ordinary shares
(representing, to date, 63,000 ADS); establishing the conditions
for exercising the stock warrants and adoption of an issuance
agreement; revocation of shareholders’ preemptive subscription
rights in favor of Mr. Alok Sharma, Mr. Richard Nottenburg, Mr. Zvi
Slonimsky, Mr. Hubert de Pesquidoux, Mr. Dominique Pitteloud, Mr.
Yves Maitre and Mr. Wesley Cummins; powers to be granted to the
Board of Directors
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11.
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Authorization
granted to the Board of Directors to grant stock subscription
options to employees and management of the Company and of its
subsidiaries, and revocation of shareholders’ preemptive
subscription rights in favor of the beneficiaries of such options;
conditions attached to such authorization; powers to be granted to
the Board of Directors
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12.
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Authority
delegated to the Board of Directors to issue stock subscription
warrants reserved to a specific class of persons and revocation of
shareholders’ preemptive subscription rights in favor of such
class
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13.
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Authorization
granted to the Board of Directors to issue restricted free shares
to employees and management of the Company and of its subsidiaries,
and revocation of shareholders’ preemptive subscription rights in
favor of the holders of such restricted free shares; conditions
attached to such authorization; powers to be granted to the Board
of Directors
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14.
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Setting an
overall ceiling of 5,000,000 ordinary shares (representing, to
date, 1,250,000 ADS) for issues of stock subscription options,
stock subscription warrants and restricted free shares granted
pursuant to resolutions 11, 12 and 13 of this general shareholders’
meeting
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15.
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Authority
delegated to the Board of Directors to carry out a capital increase
up to a maximum nominal amount of € 2,000,000 by issuing
shares and/or securities that confer rights to the Company’s equity
and/or to securities that confer the right to an allotment of debt
securities, reserved to specific classes of persons and revocation
of preemptive subscription rights in favor of such classes, and to
amend the terms of any debt securities issued under this or prior
delegations authorized by the shareholders
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16.
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Delegation of
powers to the Board of Directors to proceed to a reduction of the
share capital by way of incorporation of losses into capital, with
terms and timing to be decided by the Board of
Directors
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17.
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Authority
delegated to the Board of Directors to decide to increase the share
capital by issuing shares reserved for employees and revocation of
preemptive subscription rights in favor of such
employees
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18.
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Powers and
formalities
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The Board of
Directors recommends that you vote “FOR” proposals 1-16 and 18 and
“AGAINST” proposal 17 reflected in the agenda items listed
above.
Whether or not
you plan to attend the ordinary general meeting and extraordinary
meeting of shareholders in person, we urge you to vote your
American Depositary Shares (ADS) by phone, via the internet or by
signing, dating and returning the proxy card at your earliest
convenience. Please see the proxy card for specific instructions on
how to vote. If you sign and return the proxy card without other
indication, your ADS will be voted:
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•
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in favor of the
resolutions corresponding to proposals 1-16 and 18, whether or not
you specifically indicate a “FOR” vote, unless you abstain or vote
against a specific resolution; and
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•
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against the
resolution corresponding to proposal 17, whether or not you
specifically indicate an “AGAINST” vote, unless you abstain or vote
for such resolutions.
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If you do not
return your proxy card, our depositary agreement with BNY Mellon
allows the depositary to vote the shares underlying your ADS in
accordance with the Board’s recommendation as described
above.
French law
classifies resolutions as either ordinary or extraordinary,
depending on the subject. For resolutions submitted to an
ordinary
meeting, the
quorum required for a valid meeting is 20% of outstanding shares
(voting rights) and resolutions pass by a simple majority of shares
present or represented. For resolutions submitted to an
extraordinary
meeting, the
quorum required for a valid meeting is 25% of outstanding shares
(voting rights) and resolutions pass by a two-thirds majority of
shares present or represented.
The resolutions
corresponding to the agenda items listed above are set forth in the
full “Resolutions Submitted to the Ordinary General Meeting and
Extraordinary Meeting of Shareholders on June 26, 2020” which is
available on the Company’s website:
http://www.sequans.com/investors/corporate-governance.
The following is
a summary of those resolutions.
* * * * * * *
ORDINARY MATTERS
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PROPOSALS
1-3:
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APPROVAL OF
THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2019; APPROPRIATION OF NET LOSS FOR THE YEAR
ENDED DECEMBER 31, 2019
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The Board of
Directors proposes that the shareholders approve the statutory and
the consolidated financial statements of Sequans Communications
S.A. The statutory financial statements reflect the financials of
the parent company only in accordance with generally accepted
accounting principles in France. The consolidated financial
statements are the same as those included in the Company’s annual
report on Form 20-F filed with the U.S. Securities and Exchange
Commission on March 30, 2020.
The Board of
Directors proposes that shareholders approve the allocation of net
loss to negative retained earnings for the year ended December 31,
2019.
The Board of
Directors requests that shareholders approve these
proposals.
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PROPOSAL
4:
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APPROVAL OF
THE REPORT ON RELATED PARTY AGREEMENTS
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The Board of
Directors proposes that shareholders approve related party
transactions in force at any time in 2020. These related party
transactions, concerning the employment agreement with Georges
Karam, Chairman and CEO, and financing agreements with major
shareholders, are disclosed in the Company’s annual report on Form
20-F.
The Board of
Directors requests that shareholders approve this
proposal.
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PROPOSAL
5:
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APPROVAL OF
THE COMPENSATION PLAN FOR NON-EXECUTIVE DIRECTORS
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The Board of
Directors proposes that each non-executive director’s cash
compensation for the coming year remain unchanged from last
year:
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–
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Basic
directors’ fees US$
20,000 per year, per director
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–
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Special
directors’ fees paid in consideration for a
director’s chairing of/membership
in committees
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▪
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Member of the
Audit
Committee US$
6,000 per year
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▪
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Chair of the
Audit
Committee US$
12,000 per year
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▪
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Member of the
Compensation
Committee US$
4,500 per year
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Chair of the
Compensation
Committee US$
9,000 per year
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Member of the
Nominating and Corporate Governance
Committee US$ 2,500 per year
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Chair of the
Nominating and Corporate Governance
Committee US$ 5,000 per year
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A director may
not be a member of more than two committees nor chair more than one
committee.
Such payments
shall not be made to directors prevented from receiving director
remuneration by terms of their employment agreement.
The Board of
Directors requests that shareholders approve this
proposal.
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PROPOSALS
6-8:
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PROPOSALS TO
REAPPOINT AS DIRECTORS Mr. HUBERT DE PESQUIDOUX, MS. MAILYS FERRERE
AND MR. YVES MAITRE
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The Board of
Directors proposes to Mr. Hubert de Pesquidoux, Ms. Mailys Ferrere
and Mr. Yves Maitre as members of the Board of Directors. If
elected, Mr. de Pesquidoux, Ms. Ferrere and Mr. Maitre will each be
appointed for a term of three years, which will expire at the
conclusion of the ordinary general shareholders’ meeting that will
be held in 2023.
Mr. de
Pesquidoux, Ms. Ferrere and Mr. Maitre have already given notice
that they would accept such positions.
The Board of
Directors requests that shareholders approve these
proposals.
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PROPOSAL
9:
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RENEWAL OF
THE STATUTORY AUDITOR
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The Board of
Directors notes that the French legally-required six-year audit
term of the Company’s statutory auditor, Ernst & Young Audit,
expires at this annual ordinary general shareholders’ meeting and
proposes to renew the appointment of Ernst & Young Audit as
statutory auditor for a new term of office of six (6) years which
shall expire at the conclusion of the annual ordinary general
shareholders’ meeting convened to approve the financial statements
for the year ended December 31, 2025.
The Board of
Directors requests that shareholders approve this
proposal.
EXTRAORDINARY MATTERS
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PROPOSAL
10:
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ISSUANCE OF
STOCK SUBSCRIPTION WARRANTS TO SUBSCRIBE UP TO 252,000 ORDINARY
SHARES (REPRESENTING, TO DATE, 63,000 ADS)- ESTABLISHING THE
CONDITIONS FOR EXERCISING THE STOCK WARRANTS AND ADOPTION OF AN
ISSUANCE AGREEMENT- REVOCATION OF SHAREHOLDER'S PREEMPTIVE
SUBSCRIPTION RIGHTS IN FAVOR OF MR. ALOK SHARMA, MR. RICHARD
NOTTENBURG, MR. ZVI SLONIMSKY, MR. DOMINIQUE PITTELOUD, MR. HUBERT
DE PESQUIDOUX, MR. YVES MAITRE and MR. WESLEY CUMMINS
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The Board of
Directors proposes issuing 36,000 stock warrants (representing
9,000 ADS at the current share/ADS ratio) to each of the
non-executive directors permitted to receive director compensation
(i.e., a total of 252,000 stock warrants):
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Beneficiaries
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Stock Warrants
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Total Subscription
Price
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Mr. Alok
Sharma
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36,000 stock
warrants
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€360
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Mr. Zvi
Slonimsky
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36,000 stock
warrants
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€360
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Mr.
Dominique Pitteloud
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36,000 stock
warrants
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€360
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Mr. Hubert
de Pesquidoux
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36,000 stock
warrants
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€360
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Mr. Yves
Maître
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36,000 stock
warrants
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€360
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Mr. Richard
Nottenburg
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36,000 stock
warrants
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€360
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Mr. Wesley
Cummins
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36,000 stock
warrants
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€360
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Total
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252,000 stock
warrants
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€2,520
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The subscription
price for each stock warrant will be set at €0.00002777, or a total
of €1.00 per block of 36,000 warrants, and each warrant will confer
the right to purchase one new ordinary share with a par value of
€0.02 for a period of ten (10) years, with an exercise price equal
to 1/4th
the closing price
of the Company’s ADSs on the NYSE on the issue date.
Provided each
non-executive director still holds the office of director or is a
member of board advisory committee on each anniversary date,
one-third of the stock warrants for which he subscribes may be
exercised each year as follows: (i) one-third on the date of the
first anniversary of the date they are granted by the ordinary and
extraordinary general shareholders’ meeting; (ii) two-thirds on the
date of the second anniversary; and (iii) without restriction from
the date of the third anniversary.
Under French law,
stock options may only be issued to employees. The legal form of
instrument which may be issued to members of the Board of Directors
or other non-employees is a warrant. Warrants may not be granted
free of charge, but must be purchased at issuance at a set
subscription price.
The Board of
Directors requests that shareholders approve this
proposal.
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PROPOSALS
11-14:
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AUTHORIZATIONS
TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS,
STOCK SUBSCRIPTION WARRANTS AND RESTRICTED FREE SHARES
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The Board of
Directors proposes that this general shareholders’ meeting
authorize the renewal of the system for granting stock options, and
the creation of a system for granting restricted free shares, to
the Company’s employees and/or senior corporate officers, as well
as the employees of the Company’s subsidiaries, and the renewal of
the system for granting stock subscription warrants to non-employee
external partners.
The issuances of
stock options, stock subscription warrants and restricted free
shares will be subject to an overall ceiling of 5,000,000 new
shares with a par value of €0.02.
Each stock option
will be granted free of charge and will entitle the beneficiary
thereof to acquire one new ordinary share with a par value of €0.02
for a period of ten (10) years at a fixed exercise price, provided
the beneficiary complies with the requirements for time spent with
the Company or other vesting requirements. The exercise price will
be equal to 1/4th
the closing price
of the Company’s ADSs on the NYSE on the date the stock options are
granted by the Board of Directors.
Each restricted
free share will be granted free of charge and will permit the
beneficiary thereof to acquire one new ordinary share with a par
value of €0.02, provided the beneficiary complies with the
requirements for time spent with the Company or other vesting
requirements.
Stock
subscription warrants may be granted to the Company’s non-employee
external partners (independent consultants, etc.) who contribute to
the Company’s expansion and success, and must be subscribed by the
beneficiary at a price of €0.01 per warrant at the time of grant.
The stock subscription warrant then entitles the beneficiary
thereof to acquire one new ordinary share with a par value of €0.02
for a period of ten (10) years at a fixed exercise price. The
exercise price will be equal to 1/4th
the closing price
of the Company’s ADSs on the NYSE on the date the stock
subscriptions warrants are granted by the Board of
Directors.
The authorization
to the Board of Directors to grant stock options and restricted
free shares will terminate thirty-eight (38) months after of the
date of the authorization granted by this general shareholders’
meeting. The authorization to the Board of Directors to grant stock
subscription warrants will terminate eighteen (18) months after of
the date of the authorization granted by this general shareholders’
meeting.
The Board of
Directors requests that shareholders approve these
proposals.
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PROPOSAL
15:
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DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT ONE OR
MORE CAPITAL INCREASES UP TO A MAXIMUM NOMINAL AMOUNT OF
€ 2,000,000 BY ISSUING SHARES AND/OR SECURITIES THAT CONFER
RIGHTS TO THE COMPANY'S EQUITY AND/OR SECURITIES THAT CONFER THE
RIGHT TO AN ALLOTMENT OF DEBT SECURITIES, RESERVED TO SPECIFIC
CLASSES OF PERSONS, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION
RIGHTS IN FAVOR OF SUCH CLASSES, AND TO AMEND THE TERMS OF ANY DEBT
SECURITIES ISSUED UNDER THIS OR PRIOR DELEGATIONS AUTHORIZED BY THE
SHAREHOLDERS
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The Board of
Directors proposes that it be granted a delegation of authority to
increase capital of the Company up to a maximum limit equivalent to
100,000,000 shares in order to be able to effect one or more
transactions such as acquisitions, asset purchases or financing.
Pursuant to this delegation of authority, the duration of which
would be set at eighteen (18) months, the maximum allowed by French
law, the Board of Directors would be authorized to decide to
increase the Company’s capital, on one or more occasions, at
opportune times, by issuing ordinary shares or securities that
confer equity rights or securities that confer the right to an
allotment of equity rights. The Board would also have the right to
amend convertible debt agreements which were issued under the
authority granted by this or any prior shareholder
meeting.
The maximum
nominal amount of capital increases that may be carried out
pursuant to this delegation of authority would be €2,000,000 (or
the equivalent of this amount in any other currency that is legal
tender), and the maximum nominal amount of convertible debt that
may be issued would be set at €35,000,000 (or the equivalent
thereof in any foreign currency).
The issue prices
of the securities that may be issued pursuant to this delegation of
authority will be set in accordance with market practices such as,
for example, by reference to the price quoted on the
NYSE.
The Board of
Directors requests that shareholders approve this
proposal.
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PROPOSAL
16:
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DELEGATION
OF AUTHORITY TO BOARD OF DIRECTORS TO PROCEED TO A REDUCTION OF THE
SHARE CAPITAL BY WAY OF INCORPORATION OF LOSSES INTO CAPITAL, WITH
TERMS AND TIMING TO BE DECIDED BY THE BOARD OF
DIRECTORS
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As a potential
means to ensure compliance with French minimum equity requirements,
the Board of Directors proposes that it be granted a delegation of
authority to effect an incorporation of losses into capital, in the
event that the Company increases its equity such that this is
possible
The Board of
Directors requests that shareholders approve this
proposal.
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PROPOSAL
17:
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AUTHORITY TO
BE DELEGATED TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE STATED
CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES, AND REVOCATION OF
PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH
EMPLOYEES
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Article L.
225-129-6 of the French Commercial Code provides:
“At the
time of any decision to increase stated capital in consideration
for cash contributions, except if the capital increase results from
a prior issue of securities that confer equity rights, an
extraordinary general meeting shall vote on a draft resolution
proposing a capital increase carried out in accordance with the
requirements of Articles L. 3332-18 to L. 3332-24 of the French
Labor Code.”
In order to
comply with these legal provisions, the Board of Directors notes
that as a result of the capital authorization proposals described
above being submitted to an extraordinary general shareholders’
meeting, the Board of Directors is required to submit to said
general shareholders’ meeting a proposal to carry out a capital
increase for cash reserved to the Company’s employees, even though
the Board of Directors is already proposing stock option and
restricted share plans for the benefit of the Company’s
employees.
The Board of
Directors therefore proposes that the general shareholders’ meeting
delegate to the Board of Directors its authority to decide to
increase stated capital, on one or more occasions, up to a maximum
of 3% of stated capital on the date of the Board of Directors’
decision, by issuing shares or securities that confer equity
rights, reserved to members of one or more
employee savings
plans (or any other membership plan for which applicable statutory
and regulatory provisions permit reserving a capital increase under
equivalent conditions) that may be set up within all or some of the
French and foreign companies within the Company’s consolidation
scope or combination of accounts, with the right to subdelegate
such authority in accordance with legal requirements.
The duration of
this delegation of authority would be set at eighteen (18)
months.
The issue price
of the new shares or securities that confer equity rights would be
determined in accordance with applicable statutory and regulatory
requirements.
The Board of
Directors is
not in favor of
the adoption of this proposal since other proposals already provide
mechanisms for employee share ownership. The Board of Directors
requests that shareholders DO NOT approve this
proposal.
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PROPOSAL
18:
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POWERS AND
FORMALITIES
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The Board of
Directors proposes that the general shareholders’ meeting grant
full powers to the bearer of the original, an excerpt or a copy of
the minutes from such meeting for the purpose of performing all
publication, filing and other formalities.
The Board of
Directors requests that shareholders approve this
proposal.
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, thereunto duly authorized.
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SEQUANS
COMMUNICATIONS S.A.
(Registrant)
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Date: May 29,
2020
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By:
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/s/ Deborah
Choate
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Deborah
Choate
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Chief Financial
Officer
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EXHIBIT
INDEX
The following
exhibit is filed as part of this Form 6-K:
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Exhibit
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Description
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99.1
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Resolutions submitted to the
Ordinary General Meeting and Extraordinary Meeting of Shareholders
on June 26, 2020
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99.2
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Sample proxy card for use in
connection with the Ordinary General Meeting and Extraordinary
Meeting of Shareholders on June 26, 2020
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