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 30, 2013
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TUCOWS INC. |
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(Exact Name of Registrant Specified in Charter) |
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Pennsylvania |
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0-28284 |
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23-2707366 |
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(State or Other |
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(Commission File |
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(IRS Employer |
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Jurisdiction of |
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Number) |
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Identification No.) |
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Incorporation) |
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96 Mowat Avenue, Toronto, Ontario, Canada |
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M6K 3M1 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (416) 535-0123
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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 8.01. Other Information.
On December 30, 2013, Tucows Inc. (the “Company”) filed an Articles of Amendment to the Company’s Fourth Amended and Restated Articles of Incorporation to effect a 1-for-4 reverse stock split of the Company’s common stock, to be deemed effective on December 30, 2013, the date the Articles of Amendment is to be accepted for filing by the Department of State of the Commonwealth of Pennsylvania. As a result of the reverse stock split, every four (4) shares of the Company’s issued and outstanding common stock will be combined into one share of common stock and any fractional shares created by the reverse stock split will be rounded up to the nearest whole share.
The reverse stock split also applies to the issuance of the Company’s common stock pursuant to stock options outstanding immediately prior to the effective date of the reverse stock split. The reverse stock split will reduce the number of shares of the Company’s common stock outstanding from 43,625,048 shares on December 30, 2013 to approximately 10,910,000 shares.
Each shareholder’s percentage ownership interest in the Company and the proportional voting power remain unchanged after the reverse stock split, except for minor changes and adjustments resulting from rounding of fractional interest. The rights and privileges of the holders of the Company’s common stock are unaffected by the reverse stock split.
Beginning with the opening of trading on December 31, 2013, the Company’s common stock will trade on the NASDAQ Stock Market LLC on a split-adjusted basis. The Company’s common stock will continue to trade under the current trading symbol “TCX”. The Amendment to the Company’s Fourth Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Exhibit |
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3.1 |
Articles of Amendment to the Company’s Fourth Amended and Restated Articles of Incorporation filed on December 30, 2013. |
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.
TUCOWS INC.
By:
/s/ Michael Cooperman
Michael Cooperman
Chief Financial Officer
Dated: January 3, 2014
EXHIBIT INDEX
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Exhibit Number |
Exhibit |
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3.1 |
Articles of Amendment to the Company’s Fourth Amended and Restated Articles of Incorporation filed on December 30, 2013. |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
FOURTH AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
TUCOWS INC.
Tucows Inc., a corporation organized and existing under and by virtue of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), for the purpose of amending its Fourth Amended and Restated Articles of Incorporation pursuant to Sections 1915 and 1916 of the PBCL does hereby certify as follows:
1. Article 3 of the Fourth Amended and Restated Articles of Incorporation of the Corporation is hereby amended to add the following new subsection E:
“E. Upon the filing (the “Effective Time”) of this Articles of Amendment pursuant to the Sections 1915 and 1916 of the of the Pennsylvania Business Corporation Law of 1988, as amended, each four (4) shares of the Corporation’s common stock, no par value per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of common stock, no par value per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “reverse stock split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock upon the effectiveness of the reverse stock split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such reverse stock split.”
2. The Corporation hereby certifies that the amendment set forth above has been duly adopted by Corporation’s board of directors and shareholders in accordance with the provisions of Sections 1912 and 1914 of the PBCL.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 30th day of December, 2013.
TUCOWS INC.
By:
/s/ Michael Cooperman
Name: Michael Cooperman
Title: Chief Financial Officer, Treasurer and
Secretary