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): December 31, 2015

 

 

UNWIRED PLANET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-16073   94-3219054

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

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)

N/A

(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):

 

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

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2015, director Taylor Harmeling notified Unwired Planet, Inc. (the “Company”) that he was resigning as a member of the Board of Directors, effective as of that date. Mr. Harmeling’s decision was not the result of any disagreement with the Company or the Board of Directors. The Company is in the process of reviewing potential independent director candidates to fill the vacancy created by Mr. Harmeling’s resignation and anticipates promptly appointing a new independent director to the Board of Directors. The Company expects that the new independent director will also serve as a member of the Audit and Nominating Committees.

 

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

The Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”), to effect a 1-for-12 reverse stock split of its common stock (the “Reverse Split”), as of 5:00 p.m. Eastern Daylight Time on January 5, 2016, which decreased the number of shares of common stock issued and outstanding from approximately 113 million shares to approximately 9.4 million shares. As previously announced, in connection with the Reverse Split the number of authorized shares of common stock was also reduced from one billion to 350 million concurrent with the effectiveness of the Reverse Split. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

As previously disclosed, the Company’s stockholders approved a reverse stock split of the Company’s common stock at the annual meeting of stockholders held on December 4, 2015, at a ratio of up to 1-for-20 to be determined by the Board of Directors in its discretion. The Reverse Split became effective as of 5:00 p.m. Eastern Daylight Time on January 5, 2016, at which time every twelve (12) shares of the Company’s issued and outstanding common stock was automatically converted into one (1) issued and outstanding share of the Company’s common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding equity awards to purchase shares of the Company’s common stock, and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans will be reduced proportionately. Trading on a post-reverse split-adjusted basis on the NASDAQ Global Select Market (“NASDAQ”) will begin as of the opening of trading on January 6, 2016.

No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu of such fractional share based on each such holder’s pro rata share of the sale price of the fractional shares, which will be aggregated and sold at prevailing market prices by the Company’s exchange agent, Computershare Trust Company, N.A., as soon as practicable after the effective date of the reverse stock split.

Trading of the Company’s common stock will continue on NASDAQ on a Reverse Split-adjusted basis under the trading symbol “UPIP.” The new CUSIP number for the Company’s common stock following the Reverse Split is 91531F202.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Unwired Planet, Inc.

 

2

SIGNATURE

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.

Dated: January 5, 2016

 

UNWIRED PLANET, INC.
By:  

/s/ Noah D. Mesel

  Noah D. Mesel
  EVP, General Counsel and
  Corporate Secretary

 

3

EXHIBIT INDEX

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Unwired Planet, Inc.

 

4

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: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on December 16, 1994, under the name Libris, Inc.

SECOND: The Amendment of the Amended and Restated Certificate of Incorporation of the Corporation in the form set forth in the following resolution has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware:

RESOLVED, that Section (A) of Article IV of the Amended and Restated Certificate of Incorporation as presently in effect be, and the same hereby is, amended and restated to read as follows:

“(A) Classes of Stock . The Corporation is authorized to issue two classes of Stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock .” The total number of shares which the Corporation is authorized to issue is 355,000,000 shares, each with a par value of $0.001 per share, 350,000,000 of such shares shall be Common Stock, and 5,000,000 of such shares shall be Preferred Stock.

Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each twelve (12) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “ Reverse Stock Split ”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to each stockholder’s pro rata share of the sale proceeds resulting after all fractional shares otherwise issuable in the Reverse Stock Split are aggregated and sold by the transfer agent as soon as possible after the Effective Time. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

THIRD: The Certificate of Amendment of the Amended and Restated Certificate of Incorporation so adopted reads in full as set forth above and is hereby incorporated herein by this reference. All other provisions of the Amended and Restated Certificate of Incorporation remain in full force and effect.

FOURTH: This Certificate of Amendment shall be effective as of 5:00 p.m. Eastern Daylight Time on January 5, 2016.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its General Counsel and Corporate Secretary this 4 th day of January, 2016.

 

UNWIRED PLANET, INC.
By:  

/s/ Noah D. Mesel

  Noah D. Mesel
  EVP, General Counsel and Corporate Secretary