SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2016
xG Technology, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|240 S. Pineapple Avenue, Suite 701, Sarasota, FL||34236|
|(Address of principal executive offices)||(Zip Code)|
Registrant's telephone number, including area code: (941) 953-9035
(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))|
|Item 5.03||Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.|
On June 10, 2016, xG Technology, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to effectuate a one-for-twelve reverse stock split, as further detailed in Item 8.01 below. A copy of the Amendment is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1.
|Item 8.01||Other Events.|
Effective June 20, 2016, the Company, acting pursuant to authority received at its Annual Meeting of Stockholders held on June 9, 2016 (the “Annual Meeting”), effectuated a one-for-twelve reverse stock split. Pursuant to this corporate action, every 12 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) have been converted into one share of Common Stock. The reverse stock split took effect at 5:00 p.m. Eastern Time on June 20, 2016 and the Company’s Common Stock will open for trading on June 21, 2016 on a post-split basis.
The filing of the Amendment followed (i) the approval by the Company’s stockholders at the Annual Meeting of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its common stock, at a ratio in the range of 1-for-10 to 1-for-50, such ratio to be determined by the Company’s Board of Directors, and (ii) the subsequent approval by the Company’s Board of Directors of the specific 1-for-12 ratio. The results of the Annual Meeting and the approval of the reverse stock split authorization were disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2016.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive one whole share of common stock by virtue of rounding up such fractional share to the next highest whole share. The Company’s post-reverse split common stock has a new CUSIP number: 98372A606, but the par value and other terms of the common stock were not affected by the reverse stock split. The post-reverse split common stock will continue to trade on The NASDAQ Capital Market under the symbol “XGTI”.
The Company’s transfer agent, Continental Stock Transfer, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.
On June 20, 2016, the Company also issued a press release announcing the reverse stock split, a copy of which is attached to this Report as Exhibit 99.1.
|Item 9.01||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment to Articles of Incorporation|
|99.1||Press Release, Dated June 20, 2016|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
|Dated: June 20, 2016||xG TECHNOLOGY, INC.|
|By:||/s/ Roger Branton|
Name: Roger Branton
Title: Chief Financial Officer
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
xG TECHNOLOGY, INC.
The undersigned, Roger G. Branton, the Chief Financial Officer of xG Technology, Inc. (the “ Corporation ”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “ GCL ”), does hereby certify and set forth as follows:
First: That the Board of Directors (the “ Board ”) of the Corporation, at a regularly scheduled meeting of the Board on April 7, 2016, in accordance with Section 141(f) of the GCL unanimously approved a resolution to amend the Corporation’s Certificate of Incorporation, declaring said resolution to be advisable, and calling for the submission of said resolution at the next annual meeting of stockholders: a proposal to authorize the Board to effect a reverse split of the Corporation’s outstanding common stock, at an exchange ratio ranging between 1-to-10 and 1-to-50, with the exact exchange ratio to be determined by the Board, in its sole discretion, by filing a Certificate of Amendment to the Corporation’s Certificate of Incorporation with the Secretary of State, pursuant to Section 242(c) of the GCL (the “ Reverse Split ”).
Second: That at the 2016 annual meeting of stockholders of the Corporation, held on June 9, 2016, by affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote pursuant to Section 242(b) of the GCL, a resolution was adopted approving the Reverse Split.
Third: That the Board, at a regularly scheduled meeting of the Board on dated June 9, 2016, following the above-referenced annual meeting of stockholders, unanimously adopted a resolution providing that, as soon as practicable, the Corporation will effect a reverse stock split whereby each stockholder shall receive one share of Corporation common stock for every twelve shares owned.
Fourth: Article 4(a) of the Corporation’s Certificate of Incorporation is hereby amended as follows:
“a) Common Stock . Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock registered in the holder’s name on the books of the Corporation on all matters submitted to a vote of stockholders except as the right to exercise such vote may be limited by the provisions of this Certificate of Incorporation or of any class or series of Preferred Stock established hereunder. The holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors from time to time, provided that required dividends, if any, on Preferred Stock have been paid or provided for. In the event of the liquidation, dissolution, or winding up, whether voluntary or involuntary, of the Corporation, the assets and funds of the Corporation available for distribution to stockholders, and remaining after the payment to holders of Preferred Stock of the amounts, if any, to which they are entitled, shall be divided and paid to the holders of Common Stock according to their respective shares.
Upon the filing of this Amendment with the Secretary of State of the State of Delaware (the “Effective Time”), each twelve (12) outstanding shares of Common Stock (the “Old Common Stock”) shall be combined and converted into one (1) share of Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article 4.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up to the nearest whole number of such shares. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by twelve (12) and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
Notwithstanding the foregoing, the language under this Article 4 shall not be amended in any way.
Fifth : This amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the GCL.
Sixth : This Certificate of Amendment shall be effective as of 5:00 P.M. New York time on the date written below.
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation of the Corporation to be signed by the undersigned, Roger Branton, an Authorized Officer, and the undersigned has executed this certificate and affirms the foregoing as true and under penalty of perjury this 10 th day of June, 2016.
|xG TECHNOLOGY, INC.|
|By:||/s/ Roger G. Branton|
Roger G. Branton, Chief Financial Officer
xG Technology, Inc. Announces 1-for-12 Reverse Stock Split Now Effective
Sarasota, Florida—June 20, 2016— xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI , XGTIW) , a leader in providing critical wireless communications for use in challenging operating environments, announced that a 1-for-12 reverse split (the "Reverse Stock Split") of its common stock (the "Common Stock") became effective as of the close of business on Monday, June 20, 2016, and the Common Stock will begin trading on a split-adjusted basis on Tuesday June 21, 2016.
In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 98372A 606.
Information to Stockholders
Continental Stock Transfer & Trust Company is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares following the Reverse Stock Split. Continental Stock Transfer & Trust Company may be reached for questions at (212) 509-4000.
More information on the Reverse Stock Split can be found in xG's Form 8-K, which was filed with the Securities and Exchange Commission on June 20, 2016. Additional information on xG's Reverse Stock Split will be available beginning on or about June 21, 2016 in "Frequently Asked Questions" on the Company's website at http://www.xgtechnology.com/about-xg-technology/investor-information/ .
About xG Technology, Inc.
Founded in 2002, xG Technology has created a broad portfolio of intellectual property that enables always-available, always-connected and always-secure voice, broadband data and video communications. The company’s technology portfolio includes solutions marketed under xG’s xMax brand as well as under the brands of its business unit Integrated Microwave Technologies (IMT).
xMax is a patented all-IP software-defined cognitive radio network that delivers mission-assured wireless connectivity in any RF environment. xMax provides a solution to the challenges of interoperability, survivability and flexibility in expeditionary and critical communications networks. xMax can be deployed as fixed or mobile infrastructure to enhance and integrate seamlessly with legacy communications systems, both private and commercial. Access and priority can be controlled, and in the event of congestion, failure or denial of access to commercial networks, xMax provides a fully secure, scalable, private and highly resilient network for essential communications – all at zero bandwidth cost.
xMax incorporates advanced optimizing technologies that include spectrum sharing, interference mitigation, multiple-input multiple-output (MIMO) and software defined radio (SDR). xMax offers key benefits for numerous industries worldwide, including military, emergency response and public safety, telemedicine, urban and rural wireless broadband, utilities, and critical infrastructure.
IMT further supports xG's military and public safety customers with its mission-critical wireless video solutions. IMT is a leader in advanced digital microwave systems and a provider of engineering, integration, installation and commissioning services serving the MAG (Military, Aerospace & Government), broadcast, and sports & entertainment markets. IMT’s product lines include digital broadcast microwave video systems and compact microwave video equipment for licensed and license-free applications. More information on IMT can be found at www.imt-solutions.com .
Based in Sarasota, Florida, xG has over 100 patents and pending patent applications. xG is a publicly traded company listed on the NASDAQ Capital Market (symbol: XGTI ) For more information, please visit www.xgtechnology.com
Cautionary Statement Regarding Forward Looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to xG Technology, Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
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