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) |
| Nevada | 001-32521 | 11-3618510 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 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.
| Exhibit No. | Description |
| 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. |
| 2 |
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.
| 3 |
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.
| NTS, Inc. | |||
| April 14, 2014 | |||
| By: |
/s/ Guy Nissenson | ||
| Name: | Guy Nissenson | ||
| Title: | President, Chief Executive Officer and Chairman of the Board of Directors | ||
| 4 |
Exhibit 2.1
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of April 14, 2014, by and among NTS, Inc., a Nevada corporation (“NTS”), T3 North Intermediate Holdings, LLC, a Nevada limited liability company (“T3”) and North Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of T3, and this Amendment amends that certain Agreement and Plan of Merger, dated as of October 20, 2013, by and among NTS, T3 and Merger Sub (the “Merger Agreement”). Capitalized terms used in this Amendment and not defined herein shall have the meanings given to such terms in the Merger Agreement.
WHEREAS, in accordance with Section 8.2 of the Merger Agreement, the parties hereto wish to amend the Merger Agreement as specified herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Section 7.1(b)(i). Section 7.1(b)(i) is deleted and replaced in its entirety with the following:
(i) if the Merger shall not have been consummated on or before May 19, 2014 (the “Expiration Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to a party if the failure of the Merger to have been consummated on or before the Expiration Date was primarily due to the breach in any material respect of any of such party’s obligations under this Agreement; or.
2. Effectiveness. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, all of the terms of the Merger Agreement shall remain unchanged and are hereby confirmed and remain in full force and effect, and, to the extent applicable, such terms shall apply to this Amendment as if it formed part of the Merger Agreement.
3. Effect of Amendment. Whenever the Merger Agreement is referred to in the Merger Agreement or in any other agreements, documents or instruments, such reference shall be deemed to be to the Merger Agreement as amended by this Amendment.
4. Counterparts. This Amendment may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute a single instrument.
5. Governing Law. This Amendment shall deemed to be made in and in all respects shall be interpreted, construed, and governed by and in accordance with the law of the State of Nevada without regard to the conflicts of law principles thereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written.
| NTS, Inc. | ||
| By: | /s/ Guy Nissenson | |
| Name: | Guy Nissenson | |
| Title: | President and CEO | |
| T3 North Intermediate Holdings, LLC | ||
| By: | /s/ William D. Forrest | |
| Name: | William D. Forrest | |
| Title: | President | |
| North Merger Sub, Inc. | ||
| By: | /s/ William D. Forrest | |
| Name: | William D. Forrest | |
| Title: | President | |
Signature Page to Amendment to Merger Agreement |