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): August 15, 2016
Smith Micro Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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01-35525
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33-0029027
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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51 Columbia
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03.
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Material Modifications to Rights of Security Holders.
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The information set forth in
Item 5.03 is incorporated herein by reference.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
August 15, 2016, Smith Micro Software, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware
for the purpose of effecting a reverse stock split (the “Reverse Split”) of the outstanding shares of the Company’s common stock at a ratio of one (1) share for every four (4) shares outstanding, so that every four
(4) outstanding shares of common stock before the Reverse Split represents one (1) share of common stock after the Reverse Split. The Reverse Split, which was approved by the Company’s stockholders at the special meeting held on
August 15, 2016, will be effective on August 17, 2016.
Immediately prior to the Reverse Split, there were approximately
49.3 million shares of common stock outstanding. After the Reverse Split, there will be approximately 12.3 million shares outstanding. Each stockholder’s percentage ownership interest in the Company and proportional voting power will
remain unchanged after the Reverse Split except for minor changes and adjustments resulting from rounding of fractional interests. To the extent the Reverse Split would result in a stockholder owning a fractional share, such stockholder will receive
a cash payment and the fractional share will be canceled. The rights and privileges of the holders of common stock are substantially unaffected by the Reverse Split.
The Reverse Split was effected for the following purposes:
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to enable the Company to regain compliance with the requirement that the Company maintain a minimum bid price of $1.00 during a consecutive 30 trading-day period as required by the NASDAQ Capital Market;
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to help make the Company more attractive to a broader range of investors, including professional investors, institutional investors and the general investing public, which may enhance the liquidity of the common stock
for the Company’s holders; and
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to reduce the amount of fees and taxes that the Company pays to NASDAQ, the U.S. Securities and Exchange Commission (“SEC”) and other organizations and agencies for custody and clearing services, which are
based on or related to the number of shares the Company has outstanding, or to the number of shares being held, cleared or registered, as applicable.
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Additional information regarding the Reverse Split is available in the definitive proxy statement filed by the Company with the SEC on July 15, 2016.
Copies of the Certificate of Amendment and the press release are attached to this Current Report on Form 8-K as Exhibits 3.1 and 99.1, respectively.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On August 15, 2016, the
Company held a special meeting of stockholders to vote on an amendment to the Company’s Certificate of Incorporation to effect the Reverse Split at a ratio of either 1-for-3 or 1-for-4, with the exact ratio to be determined by the
Company’s Board of Directors. The Company’s stockholders approved the proposal, with the voting results listed below.
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Votes
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For
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Against
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Abstain
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Broker Non-Votes
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34,306,935
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4,515,188
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252,873
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N/A
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Item 9.01.
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Financial Statements and Exhibits.
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No.
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Description
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3.1
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Certificate of Amendment to Amended and Restated Certificate of Incorporation filed on August 15, 2016.
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99.1
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Press Release dated August 16, 2016.
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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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SMITH MICRO SOFTWARE, INC.
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Date: August 17, 2016
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/s/ Steven M. Yasbek
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Steven M. Yasbek
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Vice President and Chief Financial Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
SMITH MICRO SOFTWARE, INC.
Smith Micro Software, Inc. (hereinafter called the “
Corporation
”), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the “
DGCL
“), does hereby certify that:
FIRST:
This Certificate of Amendment amends the provisions of the Company’s Amended and Restated Certificate of Incorporation.
SECOND:
The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the
DGCL.
THIRD:
Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended by
adding the following paragraph immediately following “Section A” of such Article:
“Upon the filing and effectiveness
(the “
Effective Time
”
) of this Certificate of Amendment pursuant to the General Corporation Law of the State of Delaware, each four (4) shares of the corporation’s 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 reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock,
subject to the treatment of fractional share interests described below (the “
Reverse Stock Split
”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon
surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of
Common Stock as a result of the Reverse Stock Split shall be entitled to receive a cash payment (without interest) equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price per
share of the Common Stock on the NASDAQ Capital Market on the first trading day that commences after the Reverse Stock Split is effective on the NASDAQ Capital Market. Each certificate that immediately prior to the Effective Time represented shares
of Common Stock (an “
Old Certificate
”) 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.”
IN WITNESS WHEREOF
, the Corporation has caused this
certificate to be executed on this 15
th
day of August, 2016.
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SMITH MICRO SOFTWARE, INC.
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By:
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/s/ Steven M. Yasbek
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Name:
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Steven M. Yasbek
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Title:
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Chief Financial Officer
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Exhibit 99.1
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AT THE COMPANY:
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IR INQUIRIES:
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Suzanne Runald
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Charles Messman
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Public Relations
949-362-5800
pr@smithmicro.com
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Investors Relations
949-362-5800
IR@smithmicro.com
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Smith Micro Announces 1-for-4 Reverse Stock Split of Common Stock
Aliso Viejo, CA, August 16, 2016
–
Smith Micro Software, Inc.
(NASDAQ:SMSI) today announced that its Board of Directors has approved a
1-for-4 reverse split of its common stock. The reverse split will become effective prior to the start of trading on Wednesday, August 17, 2016, and the common stock will begin trading on a split-adjusted basis on August 17, 2016 on the
Nasdaq Capital Market.
The Company’s stockholders, at a special meeting of stockholders held on August 15, 2016, approved the reverse stock
split. The reverse stock split is being implemented to maintain the Company’s listing on the Nasdaq Capital Market, which requires that the Company maintain a minimum bid price for its common stock of at least $1.00. However, there can be no
assurance that the reverse stock split will have the desired effect of maintaining a minimum bid for the common stock above this price.
“The reverse
stock split is intended to satisfy the Nasdaq minimum share price requirement and does not have any impact on Smith Micro’s operations,” said William W. Smith, Jr., President and CEO of Smith Micro. “We continue to have
confidence in our business case, and in the long term prospects of our company.”
The reverse stock split will reduce the number of outstanding
shares of common stock from approximately 49.3 million to approximately 12.3 million. The number of authorized shares of the Company common stock will remain unchanged.
Stockholders who hold existing stock certificates will receive written instructions by mail from the Company’s transfer agent,
Computershare. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares. Such stockholders will be contacted by their brokers with
instructions. To the extent the reverse stock split would result in a stockholder owing a fractional share, such stockholder will receive a cash payment and the fractional share will be canceled.
Additional information regarding the reverse stock split is available in the definitive proxy statement filed by
the Company with the U.S. Securities and Exchange Commission on July 15, 2016.
About Smith Micro Software, Inc.:
Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers, device
manufacturers, and enterprise businesses around the world. From optimizing wireless networks to uncovering customer experience insights, and from streamlining Wi-Fi access to ensuring family safety, our solutions enrich today’s connected
lifestyles while creating new opportunities to engage consumers via smartphones. Our portfolio also includes a wide range of products for creating, sharing, and monetizing rich content, such as visual messaging, video streaming, and 2D/3D graphics
applications. For more information, visit smithmicro.com (NASDAQ: SMSI)
Safe Harbor Statement:
This release contains forward-looking statements that involve risks and uncertainties, including without limitation, forward-looking statements relating to
the company’s financial prospects and other projections of its performance, the existence of new sales opportunities and interest in the company’s products and solutions, the company’s ability to increase its revenue by capitalizing
on new opportunities, customer concentration given that the majority of our sales depend on a few large client relationships, including Sprint, and the risk of being delisted from NASDAQ if we fail to meet any of the listing requirements. Among the
important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are changes in demand for the company’s products from its customers and their end-users, new and changing
technologies, customer acceptance and timing of deployment of those technologies, and the company’s ability to compete effectively with other software and technology companies. These and other factors discussed in the company’s filings
with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in
this release are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release, and the company does not undertake any obligation to update these statements to reflect
events or circumstances occurring after the date of this release.
Smith Micro and the Smith Micro logo are registered trademarks or trademarks of
Smith Micro Software, Inc. All other trademarks and product names are the property of their respective companies.