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): May 8, 2020
FTS International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38382 | 30-0780081 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 Main Street, Suite 2900
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (817) 862-2000
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))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | FTSI | New York Stock Exchange |
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. ¨
Item 3.03. Material Modification of Rights of Security Holders.
The information set forth in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 11, 2020, FTS International, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware, a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), a form of which was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on May 8, 2020 (the “Annual Meeting”) and by the Company’s board of directors (the “Board”).
The Certificate of Amendment effects a 1-for-20 reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in which each twenty (20) shares of Common Stock outstanding as of May 11, 2020 will be automatically combined and converted into one (1) share of Common Stock. While the reverse stock split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. The reverse stock split is intended to bring the Company into compliance with the minimum share price requirements for continued listing on the New York Stock Exchange (the “NYSE”) and for a potential transfer of its listing to the NYSE American.
No fractional shares of Common Stock will be issued in connection with the reverse stock split. Instead, the Company will pay cash to any stockholder holding fractional shares as a result of the reverse stock split equal to such fraction multiplied by the closing price per share of Common Stock on the NYSE as of May 8, 2020 on a split-adjusted basis.
This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
The Company expects that the split-adjusted shares of its Common Stock will begin trading on the NYSE at the open of the market on May 12, 2020 under the new CUSIP number 30283W203. No change will be made to the trading symbol for the Common Stock, “FTSI”, in connection with the reverse stock split.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 8, 2020, at the Annual Meeting, all matters submitted for approval by the Company’s stockholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020 (the “Proxy Statement”), were approved. The number of shares of Common Stock entitled to vote at the Annual Meeting was 107,110,919, representing the number of shares outstanding as of March 12, 2020, the record date for the Annual Meeting.
The results of each matter voted on at the Annual Meeting were as follows:
| 1. | Election of directors. The following directors were elected for terms expiring at the 2023 annual meeting of stockholders: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Michael J. Doss | 86,501,726 | 1,945,810 | 10,994,568 | |||||||||
| Michael C. Jennings | 85,907,254 | 2,540,282 | 10,994,568 | |||||||||
| Ong Tiong Sin | 86,453,036 | 1,994,500 | 10,994,568 | |||||||||
| 2. | Approval of the Reverse Stock Split Proposal. The form of the Certificate of Amendment to effect, at the discretion of the Board, a reverse stock split of the Common Stock at a ratio of not less than 1-for-10 and not greater than 1-for-30, subject to the Board’s authority to abandon such amendment, was approved. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 98,691,095 | 686,476 | 64,533 | 0 | |||||||||||
| 3. | Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 87,823,139 | 602,591 | 21,806 | 10,994,568 | |||||||||||
| 4. | Ratification of appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2020. The appointment was ratified. |
| Votes For | Votes Against | Abstentions | ||||||||
| 99,228,327 | 187,833 | 25,944 | ||||||||
Item 8.01. Other Events.
On May 11, 2020, the Company issued a press release announcing the reverse stock split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of the Company, filed May 11, 2020 | |
| 99.1 | Press Release dated May 11, 2020 |
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.
| FTS INTERNATIONAL, INC. | |||
| By: | /s/ Jennifer Keefe | ||
| Name: | Jennifer Keefe | ||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||
Date: May 11, 2020
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
FTS INTERNATIONAL, INC.
FTS International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
ONE: That the name of the Corporation is FTS International, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 28, 2011 and the Amended and Restated Certificate of Incorporation of the Corporation was filed on February 1, 2018 (the “Certificate of Incorporation”).
TWO: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that Article IV, Section A of the Certificate of Incorporation be amended and restated in its entirety to read as follows:
“A. Reverse Stock Split and Classes of Stock. Effective May 11, 2020 (the “Effective Time”), a 1-for-20 reverse stock split of the shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), shall become effective, pursuant to which each twenty shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock, automatically and without any action on the part of the Corporation or the respective holders thereof upon the Effective Time, and shall thereupon represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.01 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu of fractional shares, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split shall following the Effective Time be entitled to receive a cash payment (without interest), automatically and without any action by the Corporation or the holder.
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 345,000,000, consisting of 320,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of either the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of either the Common Stock or Preferred Stock voting separately as a class shall be required therefor.”
THREE: That at the annual meeting of stockholders of the Corporation held on May 8, 2020, the aforesaid amendment was duly adopted by the stockholders of the Corporation.
FOUR: That this Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
***
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 8th day of May, 2020, and the foregoing facts stated herein are true and correct.
| FTS INTERNATIONAL, INC. | ||
| By: | /s/ Jennifer Keefe | |
| Name: Jennifer Keefe | ||
| Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||
Exhibit 99.1
FTS INTERNATIONAL, INC. ANNOUNCES ONE-FOR-20 REVERSE STOCK SPLIT
May 11, 2020
FORT WORTH, Texas—(BUSINESS WIRE)—FTS International, Inc. (NYSE: FTSI) (the “Company”) announced today that the Company’s board of directors has approved a reverse stock split of the Company’s common stock, at a ratio of 1-for-20, following the approval of the reverse stock split by the Company’s stockholders at the Annual Meeting of Stockholders held on May 8, 2020.
Beginning with the opening of trading on May 12, 2020, the Company’s common stock will trade on the New York Stock Exchange (the “NYSE”) on a split-adjusted basis under a new CUSIP number, 30283W203. The Company’s trading symbol will continue to be “FTSI.”
The objective of the reverse stock split was to enable the Company to regain compliance with the NYSE’s minimum average share price requirement for continued listing on the NYSE and to meet the minimum share price requirement for a potential transfer of the Company’s listing to the NYSE American.
The reverse stock split reduced the number of shares of common stock outstanding from approximately 107,110,919 to approximately 5,355,000. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s common stock, except for adjustments that may result from the treatment of fractional shares as described below.
No fractional shares will be issued as a result of the reverse stock split. Stockholders who would have been entitled to a fractional share as a result of the reverse stock split will instead receive a cash payment from the transfer agent in an amount equal to the fractional share multiplied by the closing price of our common stock the day before the reverse stock split became effective on a split-adjusted basis. The Company has chosen its transfer agent, American Stock Transfer & Trust Company, LLC, to act as exchange agent for the reverse stock split.
About FTS International, Inc.
Headquartered in Fort Worth, Texas, FTS International is an independent hydraulic fracturing service company and one of the only vertically integrated service providers of its kind in North America. To learn more, visit www.FTSI.com.
Lance Turner
Chief Financial Officer
817-862-2000
Investors@FTSI.com