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): January 24, 2020
TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-08568 | 01-0355758 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (856) 697-1441
Not applicable
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | TLGT | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Submission of Matters to a Vote of Security Holders |
On January 24, 2020, Teligent, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). As of December 16, 2019, the record date for the Special Meeting, there were 53,850,427 shares of the Company’s common stock outstanding and entitled to vote. At the Special Meeting, the holders of 45,066,711 shares of the Company’s common stock were present in person or represented by proxy, which represented 83.68% of the total shares entitled to vote at the Special Meeting.
A summary of the matters voted upon by the stockholders of the Company at the Special Meeting and the final voting results for each matter are set forth below. Each matter voted upon by the stockholders of the Company at the Special Meeting is described in the Company’s definitive proxy statement for the Special Meeting, which was filed with the Securities and Exchange Commission on December 23, 2019 and which is incorporated herein by reference.
Proposal 1 - Reverse Stock Split:
Stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock at a reverse stock split ratio ranging from any whole number between one-for-five to one-for-ten, as determined by the Company’s Board of Directors in its sole discretion. There were no broker non-votes on this proposal. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions |
| 41,328,926 | 3,456,873 | 280,912 |
Proposal 2 - Nasdaq Listing Rule 5635(d) Approval in Respect of New 2023 Notes:
Stockholders approved, as required by Nasdaq Marketplace Rule 5635(d) and the Indenture governing the Company’s 7.0% Cash / 8.0% PIK Series B Senior Unsecured Convertible Notes due 2023 (the “New 2023 Notes”), the issuance to any holder or group of related holders of New 2023 Notes of shares of the Company’s common stock under the New 2023 Notes exceeding 19.99% of the number of shares of common stock outstanding, including upon the conversion of the New 2023 Notes and upon payment of PIK interest thereon. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 24,689,749 | 846,477 | 403,392 | 19,127,093 |
Proposal 3 - Adjournment of Special Meeting
Stockholders approved one or more adjournments to the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there were not sufficient votes at the time of the Special Meeting cast in favor of Proposal 1 or Proposal 2 or if there was not a quorum. There were no broker non-votes on this proposal. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions |
| 41,548,395 | 2,726,856 | 791,460 |
Because Proposal 1 and Proposal 2 were both approved at the Special Meeting, no adjournment of the Special Meeting was deemed necessary.
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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TELIGENT, INC. |
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| Date: January 27, 2020 | By: |
/s/ Jason Grenfell-Gardner |
|
| Name: | Jason Grenfell-Gardner | ||
| Title: | Chief Executive Officer | ||