Current Report Filing (8-k)
April 14 2014 - 3:13PM
Edgar (US Regulatory)
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):
April 14, 2014
NTS, Inc. |
(Exact name of registrant as specified in its charter) |
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Nevada |
001-32521 |
11-3618510 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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1220 Broadway
Lubbock, Texas |
79401 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (806) 771-5212
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 (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)) |
Item 1.01. Entry into a Material Definitive Agreement
On April 14, 2014, NTS, Inc.
(“NTS” or the “Company”) entered into an Amendment (the “Amendment”) to that certain
Agreement and Plan of Merger dated October 20, 2013 (as so amended, the “Merger Agreement”) by and among the
Company, T3 North Intermediate Holdings, LLC a Nevada limited liability company (“Holdings”), and North Merger
Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”). The Amendment extends
the Expiration Date (as defined in the Merger Agreement) to May 19, 2014.
The Board of Directors of the Company approved
the Amendment to permit additional time for the receipt of certain regulatory consents. The Company, Holdings and Merger Sub have
been working with the appropriate regulatory authorities to obtain these consents and, while there can be no assurance that such
consents will be obtained prior to May 19, 2014, the Company believes that such consents will be obtained and that closing of
the Merger Agreement will occur prior to May 19, 2014. Other than as described herein, the Amendment does not amend any other
provision of the Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
| 2.1 | Amendment dated April 14, 2014 to Agreement and Plan
of Merger dated as of October 20, 2013, among T3 North Intermediate Holdings, LLC, North Merger Sub, Inc. and NTS, Inc. |
Forward-Looking Statements
The SEC encourages registrants to disclose
forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment
decisions. This Current Report on Form 8-K and its exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties
and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate
to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,”
“will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause
actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned
not to rely unduly on forward-looking statements when evaluating the information presented within. Important factors that may
cause NTS’ actual results to differ materially from those anticipated by the forward-looking statements include, but are
not limited to, those factors set forth in the Proxy Statement filed with the Securities and Exchange Commission on January 23,
2014.
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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NTS, Inc. |
April 14, 2014 |
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By: |
/s/ Guy Nissenson |
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Name: |
Guy Nissenson |
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Title: |
President, Chief Executive Officer and Chairman of the Board of Directors |
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