0001383395-19-000040.txt : 20190628 0001383395-19-000040.hdr.sgml : 20190628 20190628111504 ACCESSION NUMBER: 0001383395-19-000040 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190628 FILED AS OF DATE: 20190628 DATE AS OF CHANGE: 20190628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUANS COMMUNICATIONS CENTRAL INDEX KEY: 0001383395 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35135 FILM NUMBER: 19927945 BUSINESS ADDRESS: STREET 1: 15-55 BLVD CHARLES DE GAULLE STREET 2: LES PORTES DE LA DEFENSE CITY: COLOMBES STATE: I0 ZIP: 92700 BUSINESS PHONE: 33170721600 MAIL ADDRESS: STREET 1: 15-55 BLVD CHARLES DE GAULLE STREET 2: LES PORTES DE LA DEFENSE CITY: COLOMBES STATE: I0 ZIP: 92700 6-K 1 form6k-resultsofjune2019agm.htm 6-K RESULTS OF JUNE 2019 AGM Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2019

Commission File Number: 001-35135

Sequans Communications S.A.
(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone : +33 1 70 72 16 00
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.  

The information in this report, furnished on Form 6-K, shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-177919, 333-180487, 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430 and 333-226458) and Form F-3 (File No. 333-221919).

Sequans Communications S.A. (the “Company”) hereby announces that at the combined ordinary and extraordinary meeting of shareholders held on June 28, 2019, the Company’s shareholders approved all of the proposals brought before the meeting, as described in the following Agenda, with the exception of the 19th proposal to approve a capital increase reserved for employees. The results are in line with the recommendations that were made by the Board of Directors.
American Depositary Shares representing 35,569,555 ordinary shares of the Company, and 198,000 ordinary shares, together representing 35,767,555 ordinary shares in total (37.65% of the ordinary shares outstanding as of the record date), were voted at the meeting.








Sequans Communications S.A.
Agenda - Combined Ordinary and Extraordinary Meeting of Shareholders
June 28, 2019

Ordinary Matters

1.
Approval of the statutory financial statements for the year ended December 31, 2018
2.
Approval of the consolidated accounts for the year ended December 31, 2018
3.
Appropriation of net loss for the year ended December 31, 2018
4.
Agreements within the scope of Article L. 225-38 of the French Commercial Code
5.
Approval of the compensation plan for non-executive directors
6.
Renewal of Mr. Alok Sharma  as director
7.
Renewal of Mr. Dominique Pitteloud  as director
8.
Renewal of Mr. Richard Nottenburg as director

Extraordinary Matters

9.
Decision within the scope of Article L. 225-248 of the French Commercial Code
10.
Subject to the condition precedents that the renewal of Messrs. Sharma, Pitteloud and Nottenburg as directors are approved, issuance of 252,000 stock subscription warrants; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Alok Sharma, Mr. Richard Nottenburg, Mr. Zvi Slonimsky, Mr. Hubert de Pesquidoux, Mr. Dominique Pitteloud, Mr. Yves Maitre and Mr. Wesley Cummins; powers to be granted to the Board of Directors
11.
Authorization granted to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and renunciation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors
12.
Authorization granted to the Board of Directors to issue stock subscription warrants (“warrants”), and revocation of shareholders’ preemptive subscription rights in favor of the holders of such warrants; conditions attached to such authorization; powers to be granted to the Board of Directors
13.
Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors
14.
Setting an overall ceiling of 5.000,000 for issues of stock subscription options, stock warrants and restricted free shares.
15.
Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to Sequans Communications S.A.’s (the “Company”) equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class, and to amend the terms of any debt securities issued under this or prior delegations authorized by vote of the shareholders.
16.
Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to Sequans Communications S.A.’s (the “Company”) equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons with preservation of preemptive subscription rights in favor of such class, and to amend the terms of any debt securities issued under this or prior delegations authorized by vote of the shareholders.
17.
Authority to be delegated to the Board of Directors to proceed to a reverse stock split, with terms and timing to be decided by the Board of Directors
18.
Authority to be delegated to the Board of Directors to proceed to an incorporation of losses into capital, with terms and timing to be decided by the Board of Directors
19.
Authority to be delegated to the Board of Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
20.
Powers and formalities





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, thereunto duly authorized.

 
 
 
 
 
 
SEQUANS COMMUNICATIONS S.A.
(Registrant)
 
 
Date: June 28, 2019
By:  
 /s/ Deborah Choate
 
 
 
Deborah Choate 
 
 
 
Chief Financial Officer