0001437749-17-008013.txt : 20170504 0001437749-17-008013.hdr.sgml : 20170504 20170504170413 ACCESSION NUMBER: 0001437749-17-008013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170504 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170504 DATE AS OF CHANGE: 20170504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOWERSTREAM CORP CENTRAL INDEX KEY: 0001349437 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33449 FILM NUMBER: 17814994 BUSINESS ADDRESS: STREET 1: 88 SILVA LANE CITY: MIDDLETOWN STATE: RI ZIP: 02842 BUSINESS PHONE: (401) 848-5848 MAIL ADDRESS: STREET 1: 88 SILVA LANE CITY: MIDDLETOWN STATE: RI ZIP: 02842 FORMER COMPANY: FORMER CONFORMED NAME: University Girls Calendar LTD DATE OF NAME CHANGE: 20060111 8-K 1 twer20170504_8k.htm FORM 8-K twer20170504_8k.htm

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 4, 2017

 

TOWERSTREAM CORPORATION

 

(Exact name of registrant as specified in charter)

 

Delaware

 

001-33449

 

20-8259086

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

88 Silva Lane, Tech 4, Middletown, RI

 

02842

(Address of principal executive offices)

 

(Zip Code)

   

Registrant’s telephone number, including area code: (401) 848-5848 

 

 

(Former name of 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:

 

[ ] 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 DFR 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 5.07.     Submission of Matters to a Vote of Security Holders.

 

A special meeting of the stockholders (the “Meeting”) of Towerstream Corporation (the “Company”) was held on May 4, 2017. A total of 17,478,643 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposal:

 

To grant the Board of Directors the authority, in its sole direction, in determining a higher stock price that may be required to meet the listing qualifications for one of the national stock exchanges, to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-one-hundred at any time prior to May 4, 2018, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors

 

The proposal was approved and the votes were cast as follows:

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

12,443,053

4,951,323

84,267

-0-

                                          

As of the record date for the Special Meeting, 20,777,263 shares of common stock, 1,233 shares of Series D Convertible Preferred Stock, and 843 shares of Series F Convertible Preferred Stock were issued and outstanding and entitled to vote at this Meeting, subject to beneficial ownership limitations governing the Preferred Stock.

 

 
 
 

  

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.

 

 

 

TOWERSTREAM CORPORATION

 

 

 

 

 

 

 

 

 

Dated:     May 4, 2017

By:

/s/ Frederick Larcombe

 

 

 

Frederick Larcombe

 

 

 

Chief Financial Officer