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 13, 2013
DEX MEDIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-35895 |
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46-0821335 |
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(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer |
2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(Address of Principal Executive Offices)
(972) 453-7000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Other Events.
On May 13, 2013, Dex Media, Inc. (the “Company”) issued a press release announcing the waiver, subject to conditions, of the application of transfer restrictions present in the Company’s Amended and Restated Certificate of Incorporation. Copies of the press release and the waiver are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated May 13, 2013. |
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99.2 |
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Waiver approved by the Dex Media, Inc. Board of Directors on May 13, 2013. |
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.
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Dex Media, Inc. | ||
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By: |
/s/ Cody Wilbanks | |
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Name: |
Cody Wilbanks |
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Title: |
Executive Vice President, |
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General Counsel and Secretary | |
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Date: May 13, 2013 |
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Exhibit 99.1
Dex Media Board of Directors Waives Trading Restrictions in Certificate of Incorporation
DALLAS —(BUSINESS WIRE)—Dex Media, Inc.(NASDAQ:DXM) - one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses — announced today that its Board of Directors waived the transfer restrictions set forth in Section K of Article 13 of its Certificate of Incorporation applicable to certain persons or entities that engage in any purchases or sales of its common stock, subject to the following:
· To take advantage of the waiver, a person or entity that is subject to the transfer restrictions referenced above must deliver a written notice to Dex Media no later than 10 days after the date of any purchase or sale of Dex Media’s common stock disclosing amount of the common stock purchased or sold and the sale date and the name of the counter-party (if known).
· This notice requirement can be discharged by timely filing of Schedule 13D (or an amendment to our existing Schedule 13D) as required by the rules under the Securities Exchange Act of 1934, or by the filing of a Schedule 13G (or an amendment to an existing Schedule 13G) within the 10 day period described above. The waiver may be revoked by resolution of the Board of Directors at any time if the Board of Directors deems such revocation necessary or appropriate, to protect against an “ownership change,” as such term is defined under Section 382 of the Internal Revenue Code.
· The waiver will be automatically revoked if the percentage of stock owned by one or more 4.9-percent shareholders of Dex Media has increased by at least 35 percentage points over the lowest percentage of stock owned by such 4.9-percent shareholders at any time from April 30, 2013 through the date on which such ownership is being measured.
The foregoing is only a summary of the full text of the waiver. Interested persons should refer to the full text of the waiver, which is available as an exhibit to Dex Media’s Current Report on Form 8-K filed May 13, 2013 and available at www.sec.gov.
About Dex Media
Dex Media (NASDAQ: DXM) provides local, social and mobile marketing solutions to businesses in communities across the U.S. under the Dex One and SuperMedia brands. The company’s widely used consumer services include the Dex Knows.com® and Superpages.com® online and mobile search portals and applications and local print directories. For more information, visit www.DexMedia.com.
Exhibit 99.2
WAIVER OF TRANSFER RESTRICTIONS
(As adopted by the Board of Directors
of Dex Media, Inc. on May 13, 2013)
Pursuant to Section K of Article 13 (the “Transfer Restrictions”) of the Amended and Restated Certificate of Incorporation of Dex Media, Inc. (the “Company”), the Board of Directors hereby waives, effective from and after the date hereof until the waiver is revoked as described below, the application of the Transfer Restrictions to all Persons that engage in any Transfer of the Company’s Common Shares that would otherwise be subject to the Transfer Restrictions, and hereby consents to any such Transfers that would otherwise be subject to the Transfer Restrictions, provided in each case that such Person delivers a written notice to the Company no later than 10 days after the date any such Transfer occurs (the “Waiver”). Such written notice must (i) set forth amount of the Company’s Common Shares Transferred, (ii) the Transfer date and the name of the counter-party (if known) and (iii) shall be given or made by delivery in person, by courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the Company at the following address: Dex Media, Inc., 2200 W. Airfield Drive, DFW Airport, Texas 75261 Attn: General Counsel. Such notice shall be deemed satisfied by the timely filing of Schedule 13D pursuant to Rule 13d-1 (or the timely filing of an amendment to Schedule 13D pursuant to Rule 13d-2) promulgated under the Securities Exchange Act of 1934 or by the filing of a Schedule 13G (or an amendment to an existing Schedule 13G) within the 10 day period described above.
This Waiver may be revoked by resolution of the Board of Directors at any time if the Board of Directors deems such revocation necessary or appropriate, at its sole option and election, to protect against an “ownership change,” as such term is defined under Section 382 of the Code and the Treasury Regulations promulgated thereunder. Such revocation shall become effective at the beginning of the first business day following the date on which the Company issues a public announcement of such revocation. In the event that, immediately after the close of any “testing date,” as such term is defined under Section 382 of the Code and the Treasury Regulations promulgated thereunder, the Percentage Share Ownership of one or more 4.9-percent Shareholders has increased by at least 35 percentage points over the lowest Percentage Share Ownership of such 4.9-percent Shareholders at any time during the period beginning on the Effective Date and ending on such testing date, then the Waiver shall be automatically revoked without any prior action by the Board of Directors.
The Board directs the Company’s chief financial officer to continue to monitor the Transfers and transactions that would otherwise be subject to the Transfer Restrictions, maintain a log regarding the Transfers and transactions for purposes of determining whether and when the Board’s waiver of the Transfer Restrictions should be revoked and report to the Board on a periodic basis about these Transfers and transactions.
As used herein, the following capitalized terms have the following meanings:
· “4.9-percent Shareholder” a Person with a Percentage Share Ownership of 4.9% or more.
· “Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the rulings issued thereunder.
· “Common Shares” means any interest in Common Stock of the Company.
· “Common Stock” shall have the meaning given to such term in the Amended and Restated Certificate of Incorporation of the Company.
· “Company Securities” means (i) Common Shares, (ii) shares of preferred stock issued by the Company (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v) and 1.382-4) to purchase Securities of the Company, and (iv) any Shares.
· “Effective Date” means the date of filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware.
· “Percentage Share Ownership” means the percentage Share Ownership interest of any Person for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation §§ 1.382-2T(g), (h), and (k) and 1.382-4 or any successor provision. For the sole purpose of determining the Percentage Share Ownership of any entity (and not for the purpose of determining the Percentage Share Ownership of any other Person), Company Securities held by such entity shall not be treated as no longer owned by such entity pursuant to Treasury Regulation §1.382-2T(h)(2)(i)(A).
· “Person” means any individual, firm, corporation or other legal entity, including a group of persons treated as an entity pursuant to Treasury Regulation § 1.382-3(a)(1)(i); and includes any successor (by merger or otherwise) of such entity; provided, however, that the term Person shall not include a Public Group.
· “Public Group” has the meaning set forth in Treasury Regulation § 1.382-2T(f)(13).
· “Securities” means securities of the Company within the meaning of Delaware law.
· “Share Ownership” means any direct or indirect ownership of Shares, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code and the Treasury Regulations promulgated thereunder.
· “Shares” means any interest that would be treated as “stock” of the Company pursuant to Treasury Regulation § 1.382-2T(f)(18).
· “Transfer” means, any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a Person, other than the Company, that alters the Percentage Share Ownership of any Person. A Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant of an option by the Company, nor shall a Transfer include the issuance of Shares by the Company.
· “Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.