0001299933-16-003013.txt : 20160930 0001299933-16-003013.hdr.sgml : 20160930 20160930113423 ACCESSION NUMBER: 0001299933-16-003013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160930 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160930 DATE AS OF CHANGE: 20160930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pendrell Corp CENTRAL INDEX KEY: 0001359555 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 980221142 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33008 FILM NUMBER: 161911886 BUSINESS ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: (425) 278-7100 MAIL ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: ICO Global Communications (Holdings) LTD DATE OF NAME CHANGE: 20060417 8-K 1 htm_54079.htm LIVE FILING Pendrell Corporation (Form: 8-K)  

 

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):   September 30, 2016

Pendrell Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Washington 001-33008 98-0221142
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2300 Carillon Point, Kirkland, Washington   98033
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (425) 278-7100

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))

Item 3.03 Material Modifications to Rights of Security Holders.

On September 30, 2016, Pendrell Corporation (the "Company") filed with the Secretary of State of the State of Washington Articles of Amendment to its Articles of Incorporation, as amended (the "Reverse Split Amendment"), pursuant to which the Company will effect a 1-for-10 reverse stock split (the "Reverse Split") of the Company’s outstanding Class A Common Stock and Class B Common Stock (collectively, the "Common Stock"), which will become effective as of 5:00 p.m., Pacific time, on September 30, 2016 (the "Effective Time"). A more detailed description of the Reverse Split is set forth under Item 8.01 below and in the Reverse Split Amendment, both of which are incorporated herein by reference.





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

Reference is made to the description of the Reverse Split Amendment in Item 3.03 above and Item 8.01 below.





Item 8.01 Other Events.

The Company estimates that the total number of outstanding shares of Common Stock will be reduced from approximately 268.4 million shares to approximately 26.8 million shares as a result of the Reverse Split.

In connection with the Reverse Split, as of the Effective Time, the CUSIP number for the Class A Common Stock will be changed to 70686R302 and the CUSIP number for the Class B Common Stock will be changed to 70686R401.

The Reverse Split affects all of the Company’s shareholders uniformly and does not affect any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Split results in the cash-out of fractional shares. No scrip or fractional share certificates will be issued in connection with the Reverse Split. Shareholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of the Common Stock not evenly divisible by ten will be entitled to a cash payment in lieu thereof. The cash payment will equal the product obtained by multiplying (a) the fraction to which the shareholder would otherwise be entitled to receive as a result of the Reverse Split by (b) the average of the high and low bid prices of the Class A Common Stock as reported on NASDAQ during regular trading hours for the five trading days immediately preceding the Effective Time, as adjusted for the Reverse Split.

The Company’s transfer agent, Computershare, will act as exchange agent for purposes of implementing the exchange of stock certificates or the number of book entry shares, and payment for fractional shares.

Beginning at the Effective Time, each certificate representing shares of the Common Stock before the Reverse Split will automatically be deemed for all corporate purposes to evidence ownership of one-tenth of the shares evidenced by such certificate immediately prior to the Effective Time, rounded down to the nearest whole share. All shares issuable upon exercise of outstanding stock options, and/or the relevant exercise price per share, will be proportionately adjusted to reflect the Reverse Split. In addition, outstanding restricted stock units will also be proportionately adjusted to reflect the Reverse Split.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Articles of Amendment to the Articles of Incorporation, as amended, of Pendrell Corporation





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.

         
    Pendrell Corporation
          
September 30, 2016   By:   /s/ Timothy M. Dozois
       
        Name: Timothy M. Dozois
        Title: Corporate Counsel and Corporate Secretary

Exhibit Index


     
Exhibit No.   Description
 
3.1
  Articles of Amendment to the Articles of Incorporation, as amended, of Pendrell Corporation
EX-3.1 2 exhibit1.htm EX-3.1 EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
PENDRELL CORPORATION

Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, Pendrell Corporation (the “Corporation”) hereby submits the following amendment to the Corporation’s Articles of Incorporation, as amended.

1. The name of the Corporation is Pendrell Corporation.

2. Effective upon filing of these Articles of Amendment with the Secretary of State of the State of Washington, a new Section A(1) shall be inserted after Article 5, Section A of the Articles of Incorporation, as amended, of the Corporation (as amended hereby) as follows:

1. Reverse Split. Effective as of 5:00 p.m., Pacific time, on September 30, 2016 (the “Effective Time”), (a) every ten (10) shares of Class A Common Stock, par value $0.01 per share, issued and outstanding or held in treasury, in each case, immediately prior to the Effective Time, shall be exchanged and combined into one (1) share of Class A Common Stock, $0.01 par value per share; and (b) every ten (10) shares of Class B Common Stock, par value $0.01 per share, issued and outstanding or held in treasury, in each case, immediately prior to the Effective Time, shall be exchanged and combined into one (1) share of Class B Common Stock, $0.01 par value per share (the “Reverse Split”). The Reverse Split will be effected on a shareholder-by-shareholder basis. No fractional shares of Class A Common Stock or Class B Common Stock shall be issued in connection with the Reverse Split. In lieu of issuing fractional shares resulting from the Reverse Split, the Corporation shall pay cash in an amount equal to such fraction multiplied by the average of the high and low bid prices of the Class A Common Stock as reported on NASDAQ during regular trading hours for the five trading days immediately preceding the Effective Time. The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of Class A Common Stock or Class B Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation.

3. The amendment was adopted by the Board of Directors of the Corporation on September 20, 2016 and by the shareholders of the Corporation on July 7, 2016.

4. The amendment was duly approved by the shareholders of the Corporation in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.

5. These Articles of Amendment shall be effective as of 5:00 p.m., Pacific time, on September 30, 2016.

These Articles of Amendment are executed by a duly authorized officer of the Corporation on this 29th day of September, 2016.

PENDRELL CORPORATION

By: /s/ Timothy M. Dozois
Timothy M. Dozois, Corporate Counsel and Corporate
Secretary