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): February 17, 2017
____________________

 

GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

  ___________________

 

Delaware   001-14310   41-1838504

(State or other jurisdiction

of incorporation)

 

 

(Commission

File Number)

 

 

(IRS Employer

Identification Number)

 

 

1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128

(Address of principal executive offices, including zip code)

 

(651) 704-4000

(Registrant’s telephone number, including area code)

 

Imation Corp.

(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:

 

¨ 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 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 (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 17, 2017, GlassBridge Enterprises, Inc. (the “Company” or “we”) filed a Certificate of Ownership and Merger (the “Certificate”) with the Secretary of State of the State of Delaware to change its name from “Imation Corp.” to “GlassBridge Enterprises, Inc.” (the “Name Change”). The Name Change became effective as of 5:00 p.m. Eastern Time on February 21, 2017 (the “Effective Time”). We effected the Name Change through a short-form merger under Section 253 of the General Corporation Law of the State of Delaware, pursuant to which a subsidiary formed solely for the purpose of the Name Change was merged with and into the Company, with the Company remaining as the surviving corporation in the merger. The merger had the effect of amending our Restated Certificate of Incorporation to reflect our new legal name. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

  

On February 17, 2017, we also filed an amendment to our Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the previously announced 1:10 reverse split (the “Reverse Stock Split”) of our common stock, par value $0.01 per share. Pursuant to the Amendment, effective as of the Effective Time, every ten (10) shares of the Company’s issued and outstanding common stock or held by the Company in treasury was converted into one (1) share of common stock, without any change in the par value per share. The Amendment also decreased the number of authorized shares of the Company’s common stock from 100,000,000 to 10,000,000.

 

Our common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on February 22, 2017. In connection with the Reverse Stock Split and the Name Change, our common stock will also begin being traded under a new NYSE symbol, “GLA,” and a new CUSIP number, 377185 103, at such time.

 

No fractional shares of common stock will be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise hold a fractional share, a stockholder will, in lieu of the issuance of such fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $6.66, which is the average closing price per share (as adjusted to give effect to the Reverse Stock Split) on the NYSE on the five (5) consecutive trading days immediately preceding the date the Amendment was filed, without interest.

 

Wells Fargo Bank, N.A. (“Wells Fargo”), the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split, and will provide instructions to stockholders of record regarding the process for exchanging shares. Wells Fargo will be issuing all of the post-Reverse Stock Split shares through their paperless Direct Registration System (“DRS”), also known as “book entry form.” Eligible book-entry or other electronic positions representing issued and outstanding shares of the Company’s common stock will be automatically adjusted. Stockholders who hold certificated shares will be mailed a letter of transmittal to be completed for the exchange of all of their shares. Those stockholders holding common stock in “street name” will receive instructions from their brokers.

 

The foregoing description of the Amendment is a summary of the material terms thereof and does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 3.2 hereto.

 

On February 21, 2017, we amended our Amended and Restated Bylaws to reflect the Name Change. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.3 and incorporated herein by reference.

 

Other than the changes described above in connection with the Name Change and the Reverse Stock Split, the Company did not make any changes to its Restated Certificate of Incorporation or Amended and Restated Bylaws.

 

In connection with the Name Change, we changed our website address to www.glassbridge.com.

 

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Item 8.01 Other Events.

 

On February 21, 2017, we issued a press release announcing that the Name Change and Reverse Stock Split had been effected. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits

 

We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.

 

3  

 

 

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.

 

        GLASSBRIDGE ENTERPRISES, INC.
       
Dated: February 21, 2017       By:  

/s/ Danny Zheng 

        Name:   Danny Zheng
        Title:   Interim Chief Executive Officer and Chief Financial Officer

 

4  

 

 

Exhibit Index

 

Exhibit No.   Description
3.1   Certificate of Ownership and Merger.
3.2   Amendment to the Restated Certificate of Incorporation.
3.3   Amended and Restated Bylaws.
99.1   Press Release, dated February 21, 2017.

  

5  

Exhibit 3.1

 

CERTIFICATE OF OWNERSHIP AND MERGER

OF

GLASSBRIDGE LAUNCHCO, INC.

INTO

IMATION CORP.

 

Pursuant to Section 253 of the
General Corporation Law of the State of Delaware

 

IMATION CORP. , a corporation organized and existing under and by virtue of the laws of the State of Delaware and incorporated on March 26, 1996 (the “ Corporation ”), DOES HEREBY CERTIFY THAT:

 

1.    The Corporation owns all of the issued and outstanding capital stock of GlassBridge LaunchCo, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware and incorporated on February 9, 2017 (the “ Subsidiary Corporation ”).

 

2.    The Subsidiary Corporation is hereby merged with and into the Corporation, with the Corporation being the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “ Merger ”), pursuant to the following resolutions of the Board of Directors of the Corporation, duly adopted by Board of Directors of the Corporation by unanimous written consent on February 10, 2017, which resolutions approve the merger of the Corporation with the Subsidiary Corporation:

 

“ WHEREAS, the Corporation owns all of the issued and outstanding capital stock of GlassBridge LaunchCo, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware;

 

WHEREAS, the Board of Directors has determined that it is in the best interests of the Corporation to change the name of the Corporation to “GlassBridge Enterprises, Inc.” by merging its wholly-owned subsidiary, GlassBridge LaunchCo, Inc., with and into the Corporation pursuant to Section 253(b) of the General Corporation Law of the State of Delaware (the “ Merger ”); and

 

WHEREAS, for United States federal income tax purposes, it is intended that the Merger is a disregarded event for U.S. federal income tax purposes and that the Corporation’s name change is considered a reorganization described in section 368(a)(1)(F) of the United States Internal Revenue Code of 1986, as amended. […]

 

NOW, THEREFORE, BE IT RESOLVED, that the Merger be, and hereby is, in all respects, approved;

 

FURTHER RESOLVED, that pursuant to and at the effective time of the Merger, the name of the Corporation shall be changed to ‘GlassBridge Enterprises, Inc.’ by deleting paragraph number 1 in the introductory statements of the Restated Certificate of Incorporation of the Corporation and inserting in lieu thereof a new paragraph 1 to read as follows: ‘The name of the Corporation is GlassBridge Enterprises, Inc.’; […]

 

FURTHER RESOLVED, that any of the officers of the Corporation be, and each of them hereby is, authorized, in the name, and on behalf, of the Corporation, to execute and file or cause to be executed and filed such certificates, documents, instruments and agreements, and to perform any and all other acts that he or they may, in such officer’s sole and absolute discretion, deem necessary or desirable to consummate the Merger; and

 

FURTHER RESOLVED, that any of the officers of the Corporation be, and each of them hereby is, authorized, in the name, and on behalf, of the Corporation, to execute and deliver or cause to be executed and delivered any and all other agreements, amendments, certificates, reports, applications, notices, letters or other documents and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation to fully and promptly carry out the purposes and intent of the foregoing resolutions, and any such action taken or any agreement, amendment, certificate, report, application, notice, letter or other document executed and delivered by them or any of them in connection with any such action will be conclusive evidence of such authority to take, execute and deliver the same. ”

 

  1  

 

 

3.    The Corporation shall be the surviving corporation of the Merger. The name of the Corporation shall be amended in the Merger to be “GlassBridge Enterprises, Inc.” pursuant to Section 253(b) of the General Corporation Law of the State of Delaware.

 

4.    The proposed Merger herein certified has been adopted, approved, certified, executed, and acknowledged by the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware.

 

5.    The filing of this Certificate of Ownership and Merger, and thus the merger of the Subsidiary Corporation into the Corporation, shall be effective at 5:00 p.m., Eastern Time, February 21, 2017.

 

[ Signature Page Follows ]

 

 

  2  

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed as of February 17, 2017, by a duly authorized officer, declaring that the facts stated herein are true.

 

  IMATION CORP.  
       
       
  By: /s/ Tavis J. Morello                                                            
  Name: Tavis J. Morello  
  Title: General Counsel and Corporate Secretary  

 

 

Signature Page to Certificate of Ownership and Merger

 

     

Exhibit 3.2

 

AMENDMENT

TO THE

RESTATED

CERTIFICATE OF INCORPORATION

OF

IMATION CORP.

_______________

 

Pursuant to Section 242 of the

Delaware General Corporation Law

_______________

 

The undersigned, being a duly authorized officer of Imation Corp. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

1. The name of the Corporation is “Imation Corp.”

 

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 26, 1996 and a Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 28, 1996.

 

3. This Amendment to the Restated Certificate of Incorporation amends the Restated Certificate of Incorporation of the Corporation.

 

4. This Amendment to the Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

5. The text of Section A of the Article named “FOURTH” is hereby amended and restated in full as follows:

 

“FOURTH: A. The total number of shares of all classes of stock which this Corporation shall have authority to issue is 35,000,000, consisting of 25,000,000 of preferred stock, par value $0.1 per share, and 10,000,000 shares of common stock, par value $.01 per share.

 

Effective at 5:00 p.m., Eastern Time, on February 21, 2017, (the “Effective Time”), every ten (10) shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time (“Old Common Stock”) shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and reclassified into one (1) share of common stock, par value, $0.01 per share, of the Corporation (“New Common Stock”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued in connection with the foregoing combination and reclassification of the Old Common Stock (such combination and reclassification, the “Reverse Stock Split”) and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of Old Common Stock, any stockholder who would otherwise be entitled to a fractional share of New Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account all fractional shares of New Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of New Common Stock to which such stockholder would otherwise be entitled multiplied by the average of the closing sales prices of a share of the Corporation’s common stock (as adjusted to give effect to the Reverse Stock Split) on the New York Stock Exchange during regular trading hours for the five (5) consecutive trading days immediately preceding the date this Amendment to the Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified (as well as the right to receive cash in lieu of any fractional shares of New Common Stock as set forth above);  provided ,  however , that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified, as well as any cash in lieu of fractional shares of New Common Stock to which such holder may be entitled as set forth above.”

  

[ Signature Page Follows ]

  

  1  

 

 

IN WITNESS WHEREOF, I have signed this Amendment to the Restated Certificate of Incorporation this 17 th day of February, 2017.

 

  IMATION CORP.  
       
       
  By: /s/ Tavis J. Morello                                                            
  Name: Tavis J. Morello  
  Title: General Counsel and Corporate Secretary  

 

 

Signature Page to Amendment to the Restated Certificate of Incorporation

  

     

Exhibit 3.3

 

AMENDED AND RESTATED

BYLAWS

OF GLASSBRIDGE ENTERPRISES, INC.

 

Effective as of February 21, 2017

 

- - -

 

ARTICLE I

SEAL

 

Section 1. The corporate seal shall have inscribed thereon the name of GlassBridge Enterprises, Inc. (the “Corporation”), the year of its organization, and shall be in such form as may be approved from time to time by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

 

ARTICLE II

MEETINGS OF STOCKHOLDERS

    

Section 1. All meetings of the stockholders shall be held at such date, time, and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time in the notice of the meeting. An annual meeting shall be held for the election of directors, and any other proper business may be transacted thereat.

 

Section 2. The holders of a majority of each class of stock issued and outstanding, and entitled to vote thereat, present in person, or represent-ed by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Restated Certificate of Incorporation, or by these Bylaws. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum the Chairman of the meeting may, or the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 3 of Article II of these Bylaws until a quorum shall attend.

 

Section 3. Any meeting of stockholders, annual or special, may be adjourned by the Chairman of the meeting or by a majority vote of the stockholders present, whether or not a quorum, and reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

Section 4. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to said meeting, unless said instrument provides for a longer period. Unless otherwise provided in the Restated Certificate of Incorporation or as otherwise determined by the Board of Directors pursuant to the powers conferred by the Restated Certificate of Incorporation, each stockholder shall have one vote for each share of stock having voting power registered in his or her name on the books of the Corporation.

 

 

 

 

Section 5. Written notice of the annual meeting which shall state the place, date, and hour of the meeting shall be mailed to each stockholder entitled to vote thereat at such address as appears on the stock book of the Corporation, or sent by electronic delivery in accordance with the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at least ten (10) days prior to the meeting and not more than sixty (60) days prior to the meeting.

 

Section 6. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), including proposals specified therein pursuant to Rule 14a-8 under the Exchange Act or any successor rule (“Rule 14a-8”), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section.

 

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, other than in accordance with Rule 14-a-8, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

 

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders;  provided ,  however , that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received before the later (a) of the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or the day on which public disclosure of the date of the annual meeting was made, whichever first occurs and (b) the close of business on the day which is ninety (90) days prior to the date of the annual meeting.

 

To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series (if any) and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

 

 

 

 

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section,  provided ,  however , that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

 

Section 7. A complete list of the stockholders entitled to vote at each meeting of stockholders, arranged in alphabetical order, with the record address of each, and the number of voting shares held by each, shall be prepared by the Secretary and made available for examination by any stockholder either (i) on a reasonably accessible electronic network, provided that information required to gain access is provided with the notice of the meeting or (ii) during ordinary business hours at the Corporation’s principal place of business, at least ten (10) days before every meeting, and shall at all times during said meeting continue to be open to the examination of any stockholder.

 

Section 8. Special meetings of the stockholders may be called for any purpose or purposes by the Chairman of the Board, and shall be called by the Secretary at the request in writing of the Chairman of the Board or of a majority of the Board of Directors. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

 

Section 9. Written notice of a special meeting of stockholders, stating the time and place and object thereof, shall be mailed postage prepaid, at least ten (10) days before such meeting, to each stockholder entitled to vote thereat at such address as appears on the books of the Corporation or sent by electronic delivery in accordance with the rules promulgated under the Exchange Act.

 

Section 10. The Board of Directors shall appoint two persons as inspectors of election, to serve for one year or until their successors are chosen. The inspectors shall act at meetings of stockholders on elections of Directors and on all other matters voted upon by ballot.

 

If at the time of any meeting inspectors have not been appointed or if none, or only one, of the inspectors is present and willing to act, the Chairman of the Board shall appoint the required number of inspectors so that two inspectors shall be present and acting.

  

ARTICLE III

DIRECTORS

 

Section 1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Restated Certificate of Incorporation.

 

 

 

 

Section 2. Except as otherwise fixed by or pursuant to the provisions of Article FOURTH of the Restated Certificate of Incorporation (as it may be duly amended from time to time) relating to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect, by separate class vote, additional directors, the number of directors of the Corporation shall be the number fixed from time to time by the affirmative vote of a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of votes cast "against" that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board of Directors' decision. The persons elected as directors shall be directors for the term prescribed by Article TENTH of the Restated Certificate of Incorporation or until their successors shall be elected and qualified.

 

Section 3. Newly created directorships resulting from an increase in the number of directors of the Corporation and vacancies occurring in the Board of Directors resulting from death, resignation, retirement, removal, or any other reason shall be filled by the affirmative vote of a majority of the directors, although less than a quorum, then remaining in office and elected by the holders of the capital stock of the Corporation entitled to vote generally in the election of directors or, in the event that there is only one such director, by such sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified.

 

Section 4. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Restated Certificate of Incorporation of the Corporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders at which directors are to be elected pursuant to the notice of such meeting, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section.

 

 

 

 

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

 

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders;  provided ,  however , that in the event of a special meeting at which directors are to be elected pursuant to the notice of such meeting, or in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received before the later of (a) the close of business on the tenth (10th) day following the day on which such notice of the date of the annual or special meeting was mailed or the day on which public disclosure of the date of the annual or special meeting was made, whichever first occurs and (b) the close of business on the day which is ninety (90) days prior to the date of the annual or special meeting.

 

To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series (if any) and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

 

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section. If the Chairman of the annual meeting, or, if applicable, special meeting, determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

 

Section 5. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Restated Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

 

 

 

 

ARTICLE IV

COMMITTEES OF DIRECTORS

 

Section 1. The Board of Directors may by resolution or resolutions passed by a majority of the whole Board, designate an Executive Committee and one or more committees, each committee to consist of one (1) or more Directors of the Corporation, which, to the extent provided in said resolution or resolutions or in these Bylaws, or unless otherwise prescribed by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these Bylaws or as may be determined from time to time by resolution adopted by the Board.

 

Section 2. The committees of the Board of Directors shall keep regular minutes of their proceedings and report the same to the Board when required. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any absent or disqualified member.

 

ARTICLE V

COMPENSATION OF DIRECTORS

 

Section 1. The compensation of the Directors of the Corporation shall be fixed by resolution of the Board of Directors.

 

ARTICLE VI

MEETINGS OF THE BOARD

 

Section 1. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

 

Section 2. Special meetings of the Board may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, or by any two directors. Reasonable notice thereof shall be given by the persons or persons calling the meeting.

 

Section 3. Unless otherwise restricted by the Restated Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

 

 

 

 

Section 4. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board, by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

 

Section 5. Unless otherwise restricted by the Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

Section 6. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Restated Certificate of Incorporation or by these Bylaws. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

 

ARTICLE VII

OFFICERS

 

Section 1. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting, or if the case requires, at any other regular or special meeting with such titles and duties as the Board shall deem desirable. The same person may hold any number of offices at the same time.

 

Section 2. The Board of Directors may appoint such other officers and agents as it shall deem desirable with such further designations and titles as it considers desirable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

 

Section 3. The compensation of the officers of the Corporation shall be fixed by or under the direction of the Board of Directors.

 

Section 4. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the Chairman or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be with-out prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

 

 

 

 

Section 5. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws, and, to the extent so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent, or employee to give security for the faithful performance of his or her duties.

 

ARTICLE VIII

CERTIFICATES OF STOCK

 

Section 1. The Corporation’s shares of stock shall be represented by certificates, provided that the Board of Directors may, subject to the limits imposed by law, provide by resolution or resolutions that some or all of any or all classes or series shall be uncertificated shares. Shares of stock represented by certificates shall be in such form as shall be approved by the Board of Directors and shall be numbered and shall be entered in the books of the Corporation as they are issued. Certificates of stock shall exhibit the holder’s name and number of shares and shall be signed by the Chairman of the Board, the Chief Executive Officer, or a vice president, and the Treasurer or an assistant treasurer, or the Secretary or an assistant secretary. The Board of Directors may adopt the facsimile signature of any such officer as his or her signature and give to such facsimile the same force and effect as though it were written on the certificates of stock by such officer, and upon appointment of a Transfer Agent and Registrar any certificate bearing such facsimile signature when certified and registered by such Transfer Agent and Registrar shall be deemed duly signed, and unless and until changed by the Board, certificates in the form so adopted may be issued and delivered whether the said officer so signing and to be taken as so signing the same continue to be such officers or whether because of death, resignation, or otherwise they, or either of them, cease to be such officers.

 

ARTICLE IX

LOST, STOLEN, OR DESTROYED STOCK CERTIFICATES

 

Section 1. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Corporation may require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.

 

ARTICLE X

FISCAL YEAR

 

Section 1. The fiscal year shall begin on the first day of January in each year.

 

 

 

 

ARTICLE XI

NOTICES

 

Section 1. Whenever under the provisions of these Bylaws notice is required to be given to any Director, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given by any means or instrumentality reasonably designed for such purpose and permitted by law.

 

Section 2. Whenever notice is required to be given by law or under any provision of the Restated Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Restated Certificate of Incorporation or these Bylaws.

 

 

ARTICLE XII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Section 1. The Corporation shall indemnify, to the full extent authorized or permitted by law, any person made or threatened to be made a party, witness or participant in or to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person or such per-son's testator or intestate is or was a Director, officer, or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer, or employee.

 

Expenses incurred by any such person in defending any such action, suit, or proceeding or as a witness or participant shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this Section shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a Director, officer, or employee. No amendment of this Section shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment.

 

For purposes of this Section, the term "Corporation" shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprise" shall include any corporation, partnership, joint venture, trust, or employee benefit plan; service "at the request of the Corporation" shall include service as a Director, officer, or employee of the Corporation which imposes duties on, or involves services by, such Director, officer, or employee with respect to an employee benefit plan, its participant or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interest of the Corporation.

 

 

 

 

Section 2. The indemnification provided by these Bylaws shall not be deemed exclusive of any other rights to which those indemnified may be entitled by any Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, or employee and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

Section 3. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of these Bylaws.

 

ARTICLE XIII

INTERESTED DIRECTORS

 

Section 1. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board, a committee thereof, or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

 

ARTICLE XIV

FORM OF RECORDS

 

Section 1. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

 

 

 

 

ARTICLE XV

EXCLUSIVE FORUM

 

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

 

ARTICLE XVI

AMENDMENTS

 

Section 1. Subject to any limitations imposed by the Restated Certificate of Incorporation, the Board of Directors shall have power to adopt, amend, or repeal these Bylaws. Any Bylaws made by the directors under the powers conferred by the Restated Certificate of Incorporation may be amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing and any other provisions of the Restated Certificate of Incorporation or these Bylaws (and notwithstanding that a lesser percentage may be specified by law), no provisions of these Bylaws shall be adopted, amended or repealed by the stockholders without an affirmative vote of the holders of not less than eighty percent (80%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purposes of this Section as a single class.

 

 

Exhibit 99.1

 

GlassBridge Enterprises, Inc. Announces Effectiveness of Name Change and Reverse Stock Split

 

OAKDALE, Minn. , February 21, 2017 – GlassBridge Enterprises, Inc. (NYSE: GLA) (the “Company”) today announced that its name change from “Imation Corp.” to “GlassBridge Enterprises, Inc.” became effective as of 5:00 p.m. Eastern Time on February 21, 2017 (the “Effective Time”).

  

 

 

The Company also effected the previously announced 1:10 reverse split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share. Effective as of the Effective Time, every ten (10) shares of the Company’s issued and outstanding common stock or held by the Company in treasury was converted into one (1) share of common stock, without any change in the par value per share. In addition, the number of authorized shares of the Company’s common stock was decreased from 100,000,000 to 10,000,000.

 

The Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on the New York Stock Exchange (the “NYSE”) at the opening of trading on February 22, 2017. In connection with the Reverse Stock Split and the Name Change, the Company’s common stock will also begin being traded under a new NYSE symbol, “GLA,” and a new CUSIP number, 377185 103, at such time.

 

No fractional shares of common stock will be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise hold a fractional share, a stockholder will, in lieu of the issuance of such fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $6.66, which is the average closing price per share (as adjusted to give effect to the Reverse Stock Split) on the NYSE on the five (5) consecutive trading days immediately preceding February 17, 2017, without interest.

 

Wells Fargo Bank, N.A. (“Wells Fargo”), the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split, and will provide instructions to stockholders of record regarding the process for exchanging shares. Wells Fargo will be issuing all of the post-Reverse Stock Split shares through their paperless Direct Registration System (“DRS”), also known as “book entry form.” Eligible book-entry or other electronic positions representing issued and outstanding shares of the Company’s common stock will be automatically adjusted. Stockholders who hold certificated shares will be mailed a letter of transmittal to be completed for the exchange of all of their shares. Those stockholders holding common stock in “street name” will receive instructions from their brokers.

 

For questions relating to the Reverse Stock Split, stockholders may contact Wells Fargo Shareowner Services by phone at (800) 468-9716. If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly.

 

 

 

 

About GlassBridge Enterprises, Inc.

GlassBridge Enterprises, Inc. (NYSE: GLA) is a holding company. The Company actively explores a diverse range of new, strategic asset management business opportunities for its portfolio. The Company’s wholly-owned subsidiary, GlassBridge Asset Management, LLC (“GlassBridge”), is an investment advisor focused on technology-driven and quantitative strategies. The Company’s partially-owned subsidiary, Nexsan Corporation, is a global enterprise data storage business. For more information, please visit the Company’s website at www.glassbridge.com .

 

Forward Looking Statements

This press release may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements with respect to the name change and Reverse Stock Split are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, but are not limited to such risks and uncertainties indicated from time to time in filings with the SEC by the Company. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

 

Disclaimers

This press release does not constitute an offer to sell or a solicitation to buy any securities in any private investment vehicle managed by GlassBridge (collectively, the “GlassBridge-Managed Funds”), and may not be relied upon in connection with any offer or sale of securities. Any such offer or solicitation may only be made pursuant to the current Confidential Private Offering Memorandum (or similar document) for any such GlassBridge-Managed Fund, which are provided only to qualified offerees and which should be carefully reviewed prior to investing. GlassBridge is a newly formed entity and the GlassBridge funds are currently in formation state. GlassBridge is not currently registered with the SEC as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended, or under similar state laws, and nothing in this press release constitutes investment advice with respect to securities.

 

 

 

 

Trademarks and Tradenames

This press release includes trademarks and tradenames owned by the Company and its subsidiaries, including “GlassBridge”, “Imation” and “Nexsan”. Solely for convenience, these trademarks or tradenames appear without the ® or ™ symbols, but such references are not intended to indicate in any way that the Company will not assert, to the fullest extent, our rights to use these trademarks and tradenames.

 

For Further Information

Media – Jonathan Gasthalter/Amanda Klein, Gasthalter & Co., (212) 257-4170, Investors in GlassBridge Enterprises, Inc. – Danny Zheng, Interim CEO, Chief Financial Officer, (651) 704-4311; Prospective Investors in GlassBridge-Managed Funds – Robert Picard, Senior Managing Director, (732) 939-9000