Delaware | 000-31659 | 86-0824673 |
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer identification number) |
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
• | To approve an amendment to the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 150,000,000 shares; and |
• | To approve the use of proceeds raised from the issuance of the Company’s 5.50% Convertible Senior Notes due 2020 in the private placement that closed on June 10, 2015 to fund the acquisition of DigiCore Holdings Limited (“DigiCore”), as required by and in accordance with the applicable rules of The NASDAQ Stock Market LLC. |
Proposal | Vote Results | Vote Type | Voted | Voted (%) | O/S (%) | ||||||||
Increase Authorized Share Amount | APPROVED | For | 44,886,026 | 93.18 | 85.54 | ||||||||
Withheld | 3,005,749 | 6.24 | 5.73 | ||||||||||
Abstain | 277,140 | 0.58 | 0.53 | ||||||||||
Non-Votes | — | — | |||||||||||
Fund Acquisition of DigiCore | APPROVED | For | 25,934,388 | 96.22 | 49.43 | ||||||||
Against | 1,010,011 | 3.75 | 1.92 | ||||||||||
Abstain | 9,315 | 0.03 | 0.02 | ||||||||||
Non-Votes | 21,215,201 | 40.43 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. | ||
3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. |
Novatel Wireless, Inc. | |
By: | /s/ Lance Bridges |
Lance Bridges | |
Senior Vice President, General Counsel and Secretary |
1. | The name of the Corporation is Novatel Wireless, Inc. |
2. | The date on which the Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware was April 26, 1996. |
3. | The Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 21, 2000 (as amended, the “Amended and Restated Certificate of Incorporation”). |
4. | The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend and restate Section (A) of the FOURTH article of the Amended and Restated Certificate of Incorporation to read in its entirety as follows: |
5. | Thereafter, pursuant to a resolution of the Board, this amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware. |
NOVATEL WIRELESS, INC. | |
By: | /s/ Lance Bridges |
Lance Bridges | |
Senior Vice President, General Counsel and Secretary |