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 22, 2019 (August 20, 2019)

 

GLASSBRIDGE ENTERPRISES, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-14310   41-1838504
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

510 Madison Avenue, 9th Floor, New York, NY 10022

(Address of Principal Executive Offices) (Zip Code)

 

(651) 704-4000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

 

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

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
None   None   None

 

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):

 

[  ] 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 (§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 mart 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.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) and the Actions by Written Consent Amendment (as defined below) contained in Item 5.03 of this Current Report on Form 8-K are incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Chain in Fiscal Year.

 

The Reverse Stock Split

 

On August 20, 2019, GlassBridge Enterprises, Inc. (the “Company” or “we”) filed an Amendment (the “Amendment”) to the Restated Certificate of Incorporation, as amended, of the Company (the “Articles”) with the Secretary of State of the State of Delaware to: (i) effect the previously announced reverse split of our common stock, par value $0.01 per share at a ratio of 1:200 (the “Reverse Stock Split”) and (ii) effect an amendment allowing the stockholders of the Company to act by written consent in lieu of meeting, subject to certain limitations (the “Written Consent Amendment”).

 

On August 21, 2019 (the “Effective Date”), our common stock began trading on the Reverse Stock Split-adjusted basis on the OTCQB at the opening of trading. In connection with the Reverse Stock Split, our common stock began trading with a new CUSIP number at such time. There was no change to the Company’s stock symbol.

 

No fractional shares of common stock will be issued in connection with the Reverse Stock Split. If, as a result of the Reverse Stock Split, a stockholder would otherwise hold a fractional share, a stockholder will, in lieu of the issuance of such fractional share, be entitled, upon surrender to the exchange agent of a certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry, to receive a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by $106, which is the closing price per share (as adjusted to give effect to the Reverse Stock Split) on the OTCQB on the closing date immediately prior to the Effective Date.

 

EQ by Equiniti (“EQ”), the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split, and will provide instructions to stockholders of record regarding the process for exchanging shares. EQ will be issuing all of the post-Reverse Stock Split shares through their paperless Direct Registration System (“DRS”), also known as “book entry form.” Eligible book-entry or other electronic positions representing issued and outstanding shares of the Company’s common stock will be automatically adjusted. Stockholders who hold certificated shares will be mailed a letter of transmittal to be completed for the exchange of all of their shares. Those stockholders holding common stock in “street name” will receive instructions from their brokers.

 

The Written Consent Amendment

 

In addition to the Reverse Stock Split, the Amendment had the effect of amending Article Twelve of the Articles of the Company. As previously written, the Articles prevented stockholders of the Company from acting by written consent in lieu of a meeting. Such a bar may have the effect of entrenching management, and limiting the shareholder franchise, as well as creating undue burden to the Company where an action by written consent would be more expedient and cost effective. Article 12, as amended (the “Written Consent Amendment”), now provides that any action to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing is executed by the holders of the Company’s common stock having the minimum votes necessary to authorize such action if a meeting had taken place.

 

The foregoing is merely a summary of the Amendment, the Reverse Stock Split and the Written Consent Amendment, and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Amendment to the Restated Certificate of Incorporation As Amended of GlassBridge Enterprises, Inc.

 

 
 

 

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: August 22, 2019

 

  GLASSBRIDGE ENTERPRISES, INC.
     
  By: /s/ Daniel Strauss
    Daniel Strauss
    Chief Executive Officer

 

 
 

 

 

AMENDMENT

TO THE

RESTATED

CERTIFICATE OF INCORPORATION

AS AMENDED

OF

GLASSBRIDGE ENTERPRISES, INC.

 

The undersigned, being a duly authorized officer of GlassBridge Enterprises, Inc. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

1. The name of the Corporation is “GlassBridge Enterprises, Inc.” and was formerly “Imation Corp.”
   
2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 26, 1996 and a Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 28, 1996.
   
3. The amendments set forth in this Amendment to the Restated Certificate of Incorporation were duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
   
4. The text of Section A of the Article named “FOURTH” is hereby amended and restated in full as follows:
   
  “FOUR: A. The total number of shares of all classes of common stock which this Corporation shall have authority to issue is 25,050,000, consisting of 25,000,000 of preferred stock, par value $0.1 per share, and 50,000 shares of common stock, par value $0.01 per share.
   
  Effective at 5:00 p.m. Eastern Time on August __, 2019 (the “Effective Time”), every two hundred (200) shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time (the “Old Common Stock”) shall , automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and reclassified into one (1) share of common stock, par value, $0.01 per share of the Corporation (the “New Common Stock”). Notwithstanding the immediately preceding sentence, no fractional shares of New Common Stock shall be issued in connection with the foregoing combination and reclassification of the Old Common Stock (such combination and reclassification, the “Reverse Stock Split”) and, in lieu thereof, upon receipt at the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stock certificate(s) formerly representing shares of Old Common Stock, any stockholder who would otherwise be entitled to a fractional share of New Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account all fractional shares of New Common Stock otherwise issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of New Common Stock to which such stockholder would otherwise be entitled multiplied by the closing sales price of a share of the Corporation’s common stock (as adjusted to give effect to the Reverse Stock Split) on the OTCQB on the trading day immediately preceding the date this Amendment to the Restated Certificate of Incorporation is filed with the Secretary of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without any action on the part of the Corporation or the respective holders thereof, represent that number of whole shares of New common Stock in which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified (as well as  the right to receive cash in lieu of any fractional shares of New Common Stock as set forth above); provided however that  each holder of record  of a certificate that represented shares of Old Common Stock shall receive,  upon surrender  of such certificate, a new certificate representing the number of whole shares  of New  Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified, as well as any cash in lieu of fractional shares of New Common Stock to which such holder may be entitled as set forth above.”
   
5. The text of the Article named “TWELFTH” is hereby amended and restated in full as follows:
   
  “Unless otherwise provided in this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take action were delivered to the Corporation.”

 

[Signature Page Follows]

 

     
 

 

IN WITNESS WHEREOF, I have signed this Amendment to the Restated Certificate of Incorporation this 20 day of August, 2019.

 

  GLASSBRIDGE ENTERPRISES, INC.
     
  By: /s/ Daniel Strauss
  Name: Daniel Strauss
  Title: Chief Executive Officer