Amended Current Report Filing (8-k/a)
08 Maggio 2017 - 10:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of
1934
Date of Report (Date of earliest event
reported): May 8, 2017
STRAIGHT PATH COMMUNICATIONS INC.
(Exact name of registrant as specified
in its charter)
Delaware
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1-36015
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46-2457757
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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5300 Hickory Park Drive, Suite 218
Glen Allen, Virginia, 23059
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (804) 433-1522
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:
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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. ☐
Explanatory Note
This Form 8-K/A is filed as an amendment
(“Amendment No. 1”) to the Current Report on Form 8-K by Straight Path Communications Inc. (“Straight Path”
or the “Company”) under Item 8.01 earlier today on May 8, 2017 (the “Original 8-K”) and should be read
in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the
Original Form 8-K.
Item 8.01 Other Events
The press release filed as an Exhibit
to the Original 8-K incorrectly stated that the revised offer received from a multi-national telecommunications company (the “Bidder”)
on May 7, 2017 would remain outstanding until 11:59 p.m. New York City time on May 10, 2017. The Bidder’s offer stated that
the offer will remain outstanding until 11:59 p.m. New York City time on May 11, 2017.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
Straight Path plans to file with the
SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the proposed transaction. THE PROXY STATEMENT/PROSPECTUS
WILL CONTAIN IMPORTANT INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will
be able to obtain free copies of the Proxy Statement/Prospectus and the other documents filed with the SEC by Straight Path through
the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies
of the Proxy Statement/Prospectus by phone, e-mail or written request by contacting the investor relations department of Straight
Path at the following:
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Straight Path Communications Inc.
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Address:
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5300 Hickory Park Dr. Suite 218
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Glen Allen, VA 23059
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Attention: Investor Relations
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Phone:
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804-433-1523
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E-mail:
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yonatan.cantor@straightpath.com
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PARTICIPANTS IN THE SOLICITATION
Straight Path and its directors and
executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated
by the AT&T Merger Agreement. Information regarding Straight Path’s directors and executive officers is contained in
Straight Path’s Form 10-K for the year ended July 31, 2016 and its proxy statement dated November 22, 2016, which are filed
with the SEC. A more complete description will be available in the Proxy Statement/Prospectus.
SAFE HARBOR
In this communication, all statements
that are not purely about historical facts, including, but not limited to, those in which we use the words "believe,"
"anticipate," "expect," "plan," "intend," "estimate, "target" and similar
expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these
forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially
from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those
described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016 and our other periodic filings with the SEC
(under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results
of Operations"). We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements
in this press release, whether as a result of new information, future events or otherwise.
NO OFFER OR SOLICITATION
This document does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
2
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.
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STRAIGHT PATH COMMUNICATIONS INC.
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Dated: May 8, 2017
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By:
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/s/ Jonathan Rand
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Name: Jonathan Rand
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Title: Chief Financial Officer
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Grafico Azioni Straight Path Communications Inc. Class B (delisted) (AMEX:STRP)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Straight Path Communications Inc. Class B (delisted) (AMEX:STRP)
Storico
Da Lug 2023 a Lug 2024