UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 10, 2017
Frontier Communications Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-11001
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06-0619596
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(Commission
File Number)
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(IRS Employer
Identification No.)
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401 Merritt 7, Norwalk, Connecticut
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06851
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(Address of principal executive offices)
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(Zip Code)
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(203) 614-5600
(Registrant’s telephone number, including area code)
(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):
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03.
Material Modification to Rights of Security Holders
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03.
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 5, 2017, Frontier Communications Corporation filed a Certificate of Amendment of the Restated Certificate of Incorporation (the
“Certificate of Amendment”) with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of the issued shares of Frontier common stock at a ratio of one share for fifteen shares and (ii) reduce the
total number of shares of common stock that Frontier is authorized to issue from 1,750,000,000 to 175,000,000. By its terms, the Certificate of Amendment became effective at 12:01 a.m., Eastern Time, on July 10, 2017 (the “Effective
Time”). As previously disclosed, Frontier’s stockholders and the Board of Directors approved the reverse stock split on May 10, 2017.
Upon the Effective Time, each fifteen shares of Frontier common stock were automatically converted into one share of common stock, without any
change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any stockholder who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an
amount equal to the market value of the fractional share to which the stockholder would otherwise be entitled. The process to be used to implement the payment of cash for fractional shares is set forth under the heading “Treatment of Fractional
Shares” on pages 70 – 71 in Frontier’s 2017 proxy statement, filed with the SEC on March 28, 2017.
Pursuant to the
terms of the Certificate of Designations for Frontier’s 11.125% Mandatory Convertible Preferred Stock, Series A, the conversion rate at which shares of preferred stock will be converted into shares of common stock will be proportionately
adjusted to reflect the reverse stock split.
Trading in Frontier’s common stock will continue on the Nasdaq Global Select Market on
a post-split basis under the symbol “FTR,” although it is considered a new listing and has a new CUSIP number (35906A 306).
The
foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3(i).
Item 8.01.
Other Events
On
July 10, 2017, Frontier Communications Corporation issued a press release, which is attached hereto as Exhibit 99.
Item 9.01
Financial
Statements and Exhibits
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3(i)
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Certificate of Amendment of the Restated Certificate of Incorporation of Frontier Communications Corporation.
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99
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Press Release of Frontier Communications Corporation issued on July 10, 2017.
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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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FRONTIER COMMUNICATIONS CORPORATION
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Date: July 10, 2017
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By:
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/s/ Mark D. Nielsen
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Mark D. Nielsen
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Executive Vice President and Chief Legal Officer
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Exhibit 3(i)
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Delaware
The First State
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Page 1
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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A
TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FRONTIER COMMUNICATIONS CORPORATION”, FILED IN THIS OFFICE ON THE FIFTH DAY OF JULY, A. D. 2017, AT 10:59 O’ CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TENTH DAY OF JULY, A. D. 2017 AT
12:01 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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345219 8100
SR# 20175080901
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Authentication: 202826549
Date: 07-05-17
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You may verify this certificate online at corp.delaware.gov/authver.shtml
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 10:59 AM 07/05/2017
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CERTIFICATE OF AMENDMENT
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FILED 10:59 AM 07/05/2017
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SR 20175080901 - File Number 345219
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OF THE
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RESTATED CERTIFICATE OF INCORPORATION
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OF
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FRONTIER COMMUNICATIONS CORPORATION
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Frontier Communications Corporation, a corporation organized and existing under the General Corporation Law of
the State of Delaware (the “Corporation”), does hereby certify:
FIRST: This Certificate of Amendment (the “Certificate of Amendment”)
amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 22, 2000 (as amended, the “Certificate of Incorporation”).
SECOND: Article Fourth, Section (a) of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Upon the Certificate of Amendment becoming effective pursuant to the Delaware General Corporation Law (the “Effective Time”),
the total number of shares of stock which this corporation shall have authority to issue shall be 225,000,000 shares, of which 50,000,000 shares shall be shares of preferred stock, with a par value of $0.01 each, amounting in aggregate to five
hundred thousand dollars ($500,000), and 175,000,000 shares shall be shares of common stock, with a par value of $0.25 each (the “Common Stock”), amounting in the aggregate to $43,750,000.
“Upon the Effective Time, each fifteen (15) shares of Common Stock, either issued and outstanding immediately prior to the Effective
Time or issued and held in the treasury of the Corporation immediately prior to the Effective Time, shall be automatically reclassified as, and shall be combined and changed into, one (1) validly issued, fully paid and non-assessable share of
Common Stock without further action by the Corporation or the holder thereof, subject to the treatment of fractional shares of Common Stock as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be
issued as a result of 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 shares upon the submission of a transmittal 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 the proceeds attributable to the sale of the fractional shares resulting from the aggregation and sale by the Corporation’s transfer agent of all fractional share interests attributable to the fractional
shares otherwise issuable. From and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time (“Old Certificates”) shall represent the number of whole shares of Common Stock into
which the Common Stock formerly represented by such Old Certificate shall have been reclassified pursuant to the foregoing provisions.”
THIRD: This Certificate of Amendment shall become effective on July 10, 2017 at 12:01 a.m.
FOURTH: This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the
“DGCL”). The Board of Directors of the Corporation duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendment be considered by the stockholders of the Corporation.
At the annual meeting of the stockholders of the Corporation held on May 10, 2017 and called in accordance with the relevant provisions of the DGCL, the stockholders of the Corporation duly adopted this Certificate of Amendment.
FIFTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Mark D. Nielsen, its Executive Vice President and
Chief Legal Officer, this 5th day of July, 2017.
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By:
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/s/ Mark D. Nielsen
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Name:
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Mark D. Nielsen
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Title:
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Executive Vice President and
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Chief Legal Officer
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Exhibit 99
www.Frontier.com
Frontier Communications Announces
Completion of Reverse Stock Split
NORWALK, Conn., July 10, 2017 –
Frontier Communications Corporation (NASDAQ: FTR) today announced
the completion of its 1-for-15 reverse stock split of the issued shares of common stock, which became effective as of the beginning of trading today. Frontier common stock will continue to trade on the Nasdaq Global Select Market under the symbol
“FTR” with a new CUSIP number (35906A 306). In addition, and at the same time, the total number of shares of common stock that Frontier is authorized to issue changed from 1,750,000,000 shares to 175,000,000 shares.
As previously disclosed, at the effective time, each fifteen shares of Frontier common stock were automatically converted into one share of common stock,
without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Any stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without
interest) in an amount equal to the market value of the fractional share to which the stockholder would otherwise be entitled. The process to be used to implement the payment of cash for fractional shares is set forth under the heading
“Treatment of Fractional Shares” on pages 70 – 71 in Frontier’s 2017 proxy statement, filed with the SEC on March 28, 2017.
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. Holders of share certificates will soon receive instructions from Frontier’s transfer agent, Computershare Investor Services, regarding the process for exchanging their shares. Computershare Investor Services can be reached at
(877) 770-0496 or http://www-us.computershare.com/investor/contact.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) is a leader in providing communications services to urban, suburban, and rural communities in 29 states.
Frontier offers a variety of services to residential customers over its fiber-optic and copper networks, including video, high-speed internet, advanced voice, and Frontier Secure
®
digital
protection solutions. Frontier Business Edge™ offers communications solutions to small, medium, and enterprise businesses. More information about Frontier is available at
www.frontier.com
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INVESTOR CONTACT:
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MEDIA CONTACT:
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Luke Szymczak
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Brigid Smith
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Vice President, Investor Relations
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AVP, Corp. Comm.
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(203) 614-5044
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(203) 614-5042
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luke.szymczak@ftr.com
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brigid.smith@ftr.com
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