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): January 20, 2015
Alteva, Inc.
(Exact name of registrant as specified in its charter)
New York |
| 001-35724 |
| 14-1160510 |
(State or other jurisdiction of |
| (Commission File Number |
| (IRS Employer Identification No.) |
401 Market Street, First Floor |
| 19106 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code
(877) 258-3722
(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:
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 8.01.Other Events
On January 20, 2015, Alteva, Inc. (the “Company”) announced that its Board of Directors has hired an advisor to evaluate alternatives to enhance the Company’s shareholder value. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference in its entirety herein.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements, without limitation, regarding expectations, beliefs, intentions, growth, profitability, or strategies regarding the future. Specifically, this press release contains forward looking information relating to the commencement of the strategic alternatives process. Alteva intends that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Alteva’s actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: expectations of future profitability; general economic and business conditions, both nationally and in the geographic regions in which Alteva operates; industry capacity; demographic changes; technological changes and changes in consumer demand; the successful integration of Alteva’s acquired businesses; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; legislative proposals relating to the businesses in which Alteva operates; competition; or the loss of any significant ability to attract and retain qualified personnel. Given these uncertainties, current and prospective investors should be cautioned in their reliance on such forward-looking statements. There can be no assurance that the strategic alternatives process will result in one or more transactions or, if one or more transactions are undertaken, that the terms or timing of such transaction(s) will be acceptable to Alteva. Except as required by law, Alteva disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. A more comprehensive discussion of risks, uncertainties, financial reporting restatements, and forward-looking statements may be seen in Alteva’s Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
| Description |
99.1 |
| Press Release, dated January 20, 2015, issued by Alteva, Inc. |
SIGNATURE
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.
|
| Alteva, Inc. | ||
Date: | January 21, 2015 |
| By: | /s/ Brian H. Callahan |
|
| Brian H. Callahan | ||
|
| Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer | ||