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): October 4, 2016


 
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
 
 
 
Ohio
 
001-8519
 
31-1056105
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (513) 397-9900
 
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information regarding the reverse stock split contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 4, 2016, Cincinnati Bell Inc. (the “ Company ”) filed the Certificate of Amendment (the “ Certificate ”) with the Ohio Secretary of State that included an amendment (the “ Amendment ”) to its Amended and Restated Articles of Incorporation. Effective as of 11:59 p.m. on the date of the filing of the Amendment, the Company’s previously announced one-for-five reverse stock split of the Company’s outstanding and treasury common shares became effective. The Amendment also proportionately decreased the number of the Company’s previously authorized common shares. The Company’s common shares began trading on a split-adjusted basis upon the opening of the market on October 5, 2016.
Effective as of 11:59 pm on the date the Company filed the Certificate, the conversion rate of the Company’s 6 ¾% Preferred Shares into common shares automatically changed from 28.838 common shares per 6 ¾% Preferred Share to 5.7676 common shares per 6 ¾% Preferred Share.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and the above summary is qualified in its entirety by reference to the full text of the Amendment.

Item 8.01 Other Events

On October 5, 2016, the Company issued a press release announcing the effectiveness of its previously announced one-for-five reverse stock split. A copy of the press releases is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Description
3.1
Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.
99.1
Press release dated October 5, 2016.




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.

 
 
 
 
 
 
 
 
CINCINNATI BELL INC.
 
 
 
 
 
Date:
October 5, 2016
 
By:
/s/ Christopher J. Wilson
 
 
 
 
Christopher J. Wilson
 
 
 
 
Vice President, General Counsel and Secretary




EXHIBIT INDEX

Exhibit No.
Description
3.1
Amendment to the Amended and Restated Articles of Incorporation of Cincinnati Bell Inc.

99.1
Press release dated October 5, 2016.




Exhibit 3.1

CINCINNATI BELL INC.

AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO REFLECT A ONE-FOR-FIVE REVERSE STOCK SPLIT


Article Fourth of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended by deleting the first sentence of Article Fourth in its entirety and replacing it with the following:

The number of shares that the corporation is authorized to have outstanding is 96,000,000 common shares $.01 par value (classified as "Common Shares"), 1,357,299 voting preferred shares without par value (classified as "Voting Preferred Shares") and 1,000,000 non-voting preferred shares without par value (classified as "Non-Voting Preferred Shares").

Effective as of 11:59 pm, Eastern Daylight Time, on the date this Certificate of Amendment to the Amended and Restated Articles of Incorporation is filed with the Secretary of State of the State of Ohio, each five of the corporation's Common Shares, par value $0.01 per share, issued and outstanding or held by the corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one Common Share, par value $0.01 per share, of the corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one Common Share shall, upon due surrender of any certificate previously representing a fractional share, be entitled to receive cash for such holder's fractional share based on the volume weighted average price of the corporation's Common Shares as reported on the New York Stock Exchange Composite Tape, as of the date this Certificate of Amendment to the Amended and Restated Articles of Incorporation is filed with the Secretary of State of the State of Ohio.




Exhibit 99.1


Cincinnati Bell Announces Completion of Reverse Stock Split

Cincinnati, Ohio (October 5, 2016) - Cincinnati Bell Inc. (NYSE: CBB) today announced the completion of its previously announced 1-for-5 reverse stock split of its outstanding and treasury common shares effective as of 11:59 p.m. Eastern Time, on October 4, 2016. As of the open of the market on October 5, 2016, the Company’s common shares will begin trading on a split-adjusted basis on the New York Stock Exchange under the unchanged symbol “CBB”.

No fractional shares were issued in connection with the reverse stock split. Instead, the Company will pay each registered shareholder, in cash, the value of any fractional share interest in the Company’s common shares arising from the reverse stock split. Additional information on the treatment of fractional shares and other effects of the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 17, 2016.

Shareholders with certificated shares will soon receive a transmittal letter from the Company’s transfer agent which will contain instructions on how to surrender certificates representing pre-split common shares. Shareholders should not send in their old stock certificates until they receive the transmittal letter from the transfer agent. Shareholders with book-entry shares or who hold their shares in “street name” through a bank, broker, or other nominee will not need to take any action.

In addition, also effective as of 11:59 pm Eastern Time, on October 4, 2016, the conversion rate of the Company’s 6 ¾% Preferred Shares into common shares automatically changed from 28.838 common shares per 6 ¾% Preferred Share to 5.7676 common shares per 6 ¾% Preferred Share.


About Cincinnati Bell Inc.

With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (CBB) provides integrated communications solutions - including local and long distance voice, data, high-speed Internet and video - that keep residential and business customers in Greater Cincinnati and Dayton connected with each other and with the world. In addition, enterprise customers across the United States rely on CBTS, a wholly-owned subsidiary, for efficient, scalable office communications systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com .

CONTACT:

Cincinnati Bell Inc.
Investor contact:
Josh Duckworth, +1 513-397-2292
Joshua.Duckworth@cinbell.com

Media contact:
Jane Weiler, +1 513-397-9941
Jane.Weiler@cinbell.com