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 6, 2019

 

Anterix Inc.

(Exact name of registrant as specified in its charter)



 

 

 

 

Delaware

 

001-36827

 

33-0745043

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 



 

 

 

 

3 Garret Mountain Plaza

Suite 401

Woodland Park, NJ

 

 

07424

(Address of principal executive offices)

 

(Zip Code)



 

(973) 771-0300
Registrant’s telephone number, including area code

 

pdvWireless, Inc.

(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(b))

☐     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))



Securities registered pursuant to Section 12(b) of the Act:



 

 



 

 

Title of each class

Trading symbol

Name of Each Exchange on which registered

Common Stock, $0.0001 par value

ATEX

The Nasdaq Stock Market LLC



 

 



Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On June 14, 2019, the Board of Directors (the “Board”) of pdvWireless, Inc., a Delaware corporation (the “Company”), approved Certificate of Amendment No. 2 (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s corporate name to “Anterix Inc.”, subject to stockholder approval at the Company’s 2019 Annual Meeting of Stockholders held on August 6, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amendment as further described below under Item 5.07. The Amendment became effective upon filing with the Delaware Secretary of State on August 6, 2019. In connection with the Amendment, a new CUSIP number was assigned to the Company’s common stock shortly following the filing of the Amendment with the Delaware Secretary of State.



A copy of the Amendment, as filed with the Delaware Secretary of State, is attached as Exhibit 3.1 to this report and incorporated herein by reference.

 

Item 5.07  Submission of Matters to a Vote of Security Holders.



On August 6, 2019, the Company held its Annual Meeting.  Of the 14,835,738 shares of the Company’s common stock outstanding as of the record date, 13,025,345 shares, or 87.80%, were represented at the Annual Meeting either in person or by proxy. 

A description of each matter voted upon at the Annual Meeting is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 5, 2019. The number of votes cast “FOR”, or “AGAINST” and the number of “ABSTENTIONS” and “BROKER NON-VOTES” with respect to each matter at the Annual Meeting are set forth below. 

(1) Election of Directors .  The Company’s stockholders elected Brian D. McAuley, Morgan E. O’Brien, T. Clark Akers, Rachelle B. Chong, Greg W. Cominos, Gregory A. Haller, Mark J. Hennessy, Singleton B. McAllister and Paul Saleh as directors, to hold office until the 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.  Each director nominee received more “FOR” votes than “AGAINST” votes.  The following table shows the number of votes cast “FOR” or “AGAINST” and the number of “ABSTENTIONS” and “BROKER NON-VOTES” for each nominee:  



 

 

 

 

 

 

 

 

Director

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

Brian D. McAuley

 

11,891,425

 

9,502

 

 1

 

1,124,417

Morgan E. O’Brien

 

11,895,590

 

5,337

 

 1

 

1,124,417

T. Clark Akers

 

11,894,940

 

5,987

 

 1

 

1,124,417

Rachelle B. Chong

 

9,972,474

 

1,926,953

 

1,501

 

1,124,417

Greg W. Cominos

 

11,895,340

 

5,587

 

 1

 

1,124,417

Gregory A. Haller

 

11,897,932

 

2,995

 

 1

 

1,124,417

Mark J. Hennessy

 

11,893,172

 

7,755

 

 1

 

1,124,417

Singleton B. McAllister

 

9,973,324

 

1,927,603

 

 1

 

1,124,417

Paul Saleh

 

9,973,924

 

1,927,003

 

 1

 

1,124,417



(2) Ratification of Auditors .  The Company’s stockholders ratified the appointment of Grant Thornton LLP, with the approval of 100% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020. The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” submitted on this proposal:







 

 

 

 

For

 

Against

 

Abstentions

13,025,344

 

—

 

 1



 

 

 

 

   

 

 

 

(3) Amendment to Amended and Restated Certificate of Incorporation .  The Company’s stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation, with the affirmative vote of 87.41% of the outstanding shares of common stock as of the record date, t o change the Company’s corporate name from “pdvWireless, Inc.” to “Anterix Inc.”  The following table shows the tabulation of the votes cast “FOR” and “AGAINST” this proposal as well as the “ABSTENTIONS” and “BROKER NON-VOTES” for this proposal:  







 

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

12,967,576

 

13,161

 

935

 

43,673



        

No other items were presented for stockholder approval at the Annual Meeting.











Item 8.01.     Other Information.



The Company will issue its fiscal 2020 first quarter financial results after the market closes on Thursday, August 8, 2019 and will host a conference call to discuss its results on Wednesday, August 14,   2019 at 4:45 pm ET. The Company issued a press release on August 6, 2019 that provided details on how to access the conference call, which is attached as Exhibit 99.1 to this report and incorporated herein by reference.





Item 9.01.  Financial Statements and Exhibits.  

  

(d) Exhibits.





 

 

Exhibit No.

 

Description



 

 

 3.1

 

Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation.

 99.1

 

Press Release Issued by the Company on August 6, 2019.

 

 

 



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.



 



 

   

Anterix Inc.

   

   

   

   

Date: August 6, 2019

/s/ Morgan E. O’Brien

   

Morgan E. O’Brien

   

Chief Executive Officer

 







 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT NO. 2

OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF PDVWIRELESS, INC.,

a Delaware Corporation

pdvWireless, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1.  That on June 14, 2019 resolutions were duly adopted by the Corporation’s Board of Directors setting forth, approving and adopting a proposed amendment to the Corporation’s Amended and Restated Certificate of Incorporation, as previously amended, and declaring such amendment to be advisable and recommended for approval by the Corporation’s stockholders, and that such resolutions provide that:

Article I of the Certificate of Incorporation of the Corporation shall be amended in its entirety to read as follows:

The name by which the corporation is to be known is Anterix Inc. (the “Corporation”).  

2.  That such amendment was approved by the stockholders of the Corporation at the Corporation’s Annual Meeting of Stockholders held on August 6, 2019.

3.  The aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4.  Except as provided for above, the Amended and Restated Certificate of Incorporation of the Corporation shall remain unchanged.

This amendment shall become effective upon its filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF,  the undersigned officer of the Corporation has executed this Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation of the Corporation this  6th  day of August 2019.

 



 

 

 

 

 

 

 

 

 

pdvWIRELESS, INC.

 

 

 

 

By:

 /s/ Morgan O’Brien

 

 

Morgan O’Brien
Chief Executive Officer



Exhibit 99.1

LOGO-COLOR

 

NEWS RELEASE

 

Anterix   Announces First Quarter Fiscal 20 20 Earnings Release Date

 

Woodland Park, NJ –   August 6 ,   20 19 — Anterix , (NASDAQ:   ATEX ) ,   will issue its fiscal 20 20   first quarter financial results after the market closes on Thursday ,   August 8 , 2019. The Company will host a conference call to discuss its results on Wednesday, August 14 ,   2019   at 4:45 pm ET . Interested parties can participate in the call by dialing 888-267-2845 and using the conference code 468010 . A replay of the call will be available on the Company’s Investor Relations webpage which can be accessed at https://www.anterix.com/events/ .

 

About Anterix

 

Anterix (NASDAQ: ATEX) is focused on empowering the modernization of critical infrastructure and enterprise businesses by enabling private broadband connectivity. Our foundational spectrum provides the ability to transform our customers operations to meet new business complexities while achieving higher levels of reliability, resiliency and security. Anterix is the largest holder of licensed spectrum in the 900 MHz band, with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico.  Anterix is currently pursuing a regulatory proceeding at the Federal Communications Commission to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of private broadband networks, technologies and solutions.  Our chairman and our CEO co-founded Nextel Comm unications and have over 60 years of combined experience in telecom operations and innovative spectrum initiatives.  Anterix is headquartered in Woodland Park, NJ.  

 



Contacts

Natasha Vecchiarelli

Director of Investor Relations & Corporate Communications

973-531-4397

 nvecchiarelli@anterix.com