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UNITED STATES
SECURITIES 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): June 15, 2016
Great Elm Capital Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-16073 |
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94-3219054 |
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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20 First Street, First Floor
Los Altos, California 94022
(Address of principal executive offices) (Zip Code)
(650) 518-7111
(Registrant’s telephone number, including area code)
Unwired Planet, Inc.
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement.
After approval by the requisite vote of the stockholders of the registrant, on June 15, 2016, the registrant and Boris Teksler amended the stock option agreement issued to Mr. Teksler to extend the period of exercise from 90 days following termination of service to one year following termination of service.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the change in the registrant’s name, the registrant requested and obtained consent of The NASDAQ Stock Market to transfer the registrant’s listing from “UPIP” to “GEC” on the NASDAQ Global Select Market effective at the opening of trading on June 17, 2016. The registrant obtained 39036P 100 as the new CUSIP number for its common stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 15, 2016, the registrant amended its certificate of incorporation to change its name to Great Elm Capital Group, Inc.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders of the registrant was held on June 15, 2016. The results of the special meeting are summarized in the following table:
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Abstentions & |
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Subject matter |
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For |
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Against |
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broker non-votes |
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Approval of the transactions contemplated by the amended purchase and sale agreement, dated as of April 6, 2016, by and between the registrant and Optis UP Holdings, LLC |
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5,468,652 |
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113,094 |
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12,716 |
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To change the registrant’s name |
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5,489,666 |
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79,042 |
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25,754 |
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Advisory vote on transaction related compensation |
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4,658,848 |
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488,184 |
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447,430 |
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Adoption of the 2016 Long-Term Incentive Plan |
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4,294,721 |
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840,652 |
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459,089 |
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Extension of the exercise period of Mr. Teksler’s stock options |
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3,760,206 |
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1,384,960 |
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449,296 |
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Adoption of the 2016 Employee Stock Purchase Plan |
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4,445,635 |
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689,864 |
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458,963 |
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Adjournment of the special meeting to solicit additional votes |
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5,442,008 |
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137,828 |
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14,626 |
Item 8.01 Other Events
On June 15, 2016, summary judgment was entered in the registrant’s favor in Unwired Planet, Inc. v. Microsoft Corporation , in the United States District Court for the District of Delaware (Civil Case 14-967-SLR). Microsoft, the losing party, may appeal this decision.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibit index attached hereto is incorporated herein by reference.
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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Dated: June 15, 2016 |
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GREAT ELM CAPITAL GROUP, INC. |
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By: |
/s/ James D. Wheat |
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James D. Wheat |
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Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
UNWIRED PLANET, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Unwired Planet, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), does hereby certify:
FIRST: This amendment to the Amended and Restated Certificate of Incorporation of the Corporation as set forth below has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
SECOND: Article I of the Corporation’s Amended and Restated Certificate of Incorporation as presently in effect is amended to read as follows:
“ARTICLE I
The name of the Corporation is Great Elm Capital Group, Inc.”
THIRD: All other provisions of the Amended and Restated Certificate of Incorporation remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer this 15th day of June, 2016.
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UNWIRED PLANET, INC. |
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By: |
/s/ Noah D. Mesel |
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Noah D. Mesel |
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EVP, General Counsel and Corporate Secretary |
Exhibit 10.1
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Amended Notice of Stock Option Grant |
Unwired Planet, Inc. |
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ID: 94-3219054 |
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20 First Street, First Floor |
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Los Altos, CA 94022 |
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Boris Teksler |
Option Number: |
N/A |
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60 Doud Drive |
Plan: |
N/A |
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Los Altos, CA 94022 |
Vesting Commencement Date: |
June 1, 2015 |
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Amended Notice Date: |
June 15, 2016 |
Having received the affirmative vote of a majority of the Company’s stockholders of record at a special meeting held on June 15, 2016, this Amended Notice now amends and replaces the “Termination Period” section of your original Notice of Stock Option Grant with the following:
Termination Period
This Option, to the extent then exercisable, may be exercised for a period of 12 months after termination of your service in any capacity (either as an employee, member of the Board of Directors or as a consultant). You are responsible for keeping track of these exercise periods. The Company has no duty to, and will not, provide further notice of such periods.
Except as amended herein the original Notice of Stock Option Grant remains unchanged and in full force and effect.
Acknowledgement and Agreement
By signing below, you agree to all terms applicable to your stock option grant provided to you in writing.
Please sign this Amended Notice and return an original copy to Kathlene Smith by regular mail, or you may scan and email the document to her.
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/s/ Boris Teksler |
6/15/2016 |
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/s/ Richard S. Chernicoff |
15 Jun 2016 |
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Boris Teksler |
Date |
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Richard Chernicoff |
Date |
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Chairman of the Board |
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