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):    June 13, 2017

 

TUCOWS INC.
(Exact Name of Registrant Specified in Charter)

 

Pennsylvania

   

0-28284

   

23-2707366

(State or Other

   

(Commission File

   

( IRS Employer

Jurisdiction of

   

Number)

   

Identification No.)

Incorporation)

   

   

   

   

   

 

96 Mowat Avenue, Toronto, Ontario, Canada

   

M6K 3M1

(Address of Principal Executive Offices)

   

(Zip Code)

   

 

Registrant ’s telephone number, including area code:   (416) 535-0123

 

Not Applicable
(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)

 

☐

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 .

 

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 1.01       Entry into a Material Definitive Agreement.

 

Amendment to Stock Purchase Agreement with Rightside Group, Ltd.

 

On June 13, 2017, Tucows Inc. (the “Company”), entered into a First Amendment to Stock Purchase Agreement (the “Amendment”) by and among the Company , Tucows (Emerald), LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Rightside Group, Ltd., a Delaware corporation, Rightside Operating Co., a Delaware corporation and eNom, Incorporated, a Nevada corporation, to amend certain provisions in the Stock Purchase Agreement by and among the parties dated January 20, 2017. Pursuant to the Amendment, the definition of “Escrow Triggering Event” was revised to remove a change in control of the Company and the definition of “Minimum Cash Amount” was revised to mean $5.35 million from June 13, 2017 until the end of April 20, 2018, and zero thereafter.

 

The foregoing description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item  9.01     Financial Statements and Exhibits.

 

(d)     Exhibits.

Exhibit  No.

 

Exhibit  Title

     

10 .1

 

First Amendment to Stock Purchase Agreement, dated as of June 13, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated.

 

1
 

 

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.

 

 

Date: June 15, 2017  

 

TUCOWS  INC.

 

 

 

 

 

By:

/s/ Davinder Singh

 

Name:

Davinder Singh

 

Title:

Chief Financial Officer

 

 
 

 

EXHIBIT  INDEX

 

Exhibit  No.

 

Exhibit  Title

     

10 .1

 

First Amendment to Stock Purchase Agreement, dated as of June 13, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated.

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into as of June 13, 2017 (the “Amendment Effective Date”), by and between Tucows Inc., a Pennsylvania corporation (“Parent”), Tucows (Emerald), LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Buyer”), Rightside Group, Ltd., a Delaware corporation (“ Seller ”), Rightside Operating Co., a Delaware corporation and wholly owned subsidiary of Seller (“Seller Sub” and together with Seller, the “Selling Entities”) and eNom, Incorporated, a Nevada corporation (the “Company”). Each of Parent, Buyer, Seller, Seller Sub and the Company are referred to herein sometimes as a “Party” and together as the “ Parties ”.

 

RECITALS

 

WHEREAS, on January 20, 2017, that certain Stock Purchase Agreement (the “ Agreement ”) was made and entered into by and among the Parties;

 

WHEREAS, in connection with a potential subsequent transaction that may potentially be entered into by Seller, the Parties are willing to amend the Agreement as set forth herein;

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.

The definition of “Escrow Triggering Event” is amended and replaced in its entirety as follows:

   
  “ Escrow Triggering Event ” shall mean a declaration or event of bankruptcy or insolvency (whether voluntary or involuntary) of the Seller.
   
2. The definition of “General Survival Date” is amended and replaced with the following:
   
  “ General Survival Date ” shall mean 11:59 p.m. (Pacific Time) on April 20, 2018.
   
3. The definition of “Minimum Cash Amount” is amended and replaced in its entirety with the following:
   
  “ Minimum Cash Amount ” shall mean $5,350,000 beginning on the Amendment Effective Date and ending on the General Survival Date, and shall be zero thereafter.
   
4. Section 9.8 shall be amended and replaced in its entirety with the following:
   
  Minimum Cash . In order to satisfy the indemnification obligations of Seller pursuant to this Article 9, Seller agrees that Seller and its Subsidiaries shall maintain unrestricted cash or cash equivalents on hand in an amount at least equal to the Minimum Cash Amount until the General Survival Date.

 

 
 

 

5. Except as modified in this Amendment, the Agreement will remain in full force and effect.
   
6. Each Party represents and warrants to the other that they have the right, power and authority to enter into this Amendment.
   
7. Each Party agrees that (i) electronic signatures are valid and binding and shall be treated the same as an original, and (ii) this Amendment may be signed in one or more counterparts.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be signed by a duly authorized agent of each party, the day and year first above written.

 

RIGHTSIDE GROUP, LTD.

 

TUCOWS INC.

 

 

 

 

 

By :

/s/ Taryn Naidu

 

By :

/s/ Elliot Noss

 

 

 

 

 

Name:

Taryn Naidu

 

Name:

Elliot Noss

 

 

 

 

 

Title:

CEO

 

Title:

CEO

 

 

 

 

 

RIGHTSIDE OPERATING CO.

 

TUCOWS (EMERALD), LLC
 

 

 

 

 

By :

/s/ Taryn Naidu

 

By :

/s/ Elliot Noss

 

 

 

 

 

Name:

Taryn Naidu

 

Name:

Elliot Noss

 

 

 

 

 

Title:

CEO

 

Title:

CEO

         
ENOM, INCORPORATED      
         
By : /s/ Taryn Naidu      
         
Name: Taryn Naidu      
         
Title: CEO