UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2015
INTELIQUENT, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-33778 | | 31-1786871 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
550 West Adams Street
9th Floor
Chicago, Illinois 60661
(Address of principal executive offices, including Zip Code)
(312) 384-8000
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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)) |
EXPLANATORY NOTE
Inteliquent, Inc. (the “Company”) is filing this Form 8-K/A solely to amend the incorrect item number reference in the original Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2015 (the “Original Filing”). The Original Filing incorrectly referenced “Item 1.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” rather than “Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” with respect to the disclosure by the Company in the Original Filing of the amendment and restatement of the Company’s Amended and Restated Bylaws. For the convenience of the reader, this Form 8-K/A amends and restates Item 5.03 in its entirety. No other changes to the Original Filing or to any exhibit thereto are made by this Form 8-K/A, including the disclosure in Item 8.01 of the Original Filing and the related Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 20, 2015, the Board of Directors (the “Board”) of Inteliquent, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to add a new Section 9 to Article VI, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be a state or federal court located within the State of Delaware (the “Exclusive Forum Provision”). In addition, the Bylaws provide that any person bringing any action the subject matter of which is within the scope of the prior sentence in a court other than a state or federal court located within the State of Delaware will be deemed to have consented to the personal jurisdiction of the specified courts in connection with any action brought to enforce the Exclusive Forum Provision. This amendment was adopted in accordance with recent changes to the Delaware General Corporation Law, which explicitly authorize Delaware corporations to adopt exclusive forum selection provisions such as the Exclusive Forum Provision. The Board determined that adoption of the Exclusive Forum Provision is in the best interests of the Company and its stockholders for a number of reasons, including, among others:
| | • | | the importance of preventing the unnecessary diversion of the Company’s resources to address costly, wasteful and duplicative multi-forum litigation, in particular by reducing the risk of conncurrently defending litigation in multiple jurisdictions and mitigating the risk of conflicting outcomes; |
| | • | | facilitating increased consistency and predictability in litigation outcomes for the benefit of the Company and its stockholders, in particular by increasing the probability that litigation matters will be heard by judges with significant experience applying Delaware corporate law; and |
| | • | | recent statutory developments in Delaware, and case law developments in other jurisdictions, upholding the Board’s authority to adopt such bylaw provisions and confirming their validity. |
In addition, in adopting the amendment, the Board considered that the Exclusive Forum Provision expressly preserves the ability of the Company to consent to an alternative forum under appropriate circumstances, and preserves the ability of stockholders to bring the type of claims addressed by the Exclusive Forum Provision, subject to applicable law. The amendment to the Bylaws was effective immediately upon approval by the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
No. | | Description |
| 3.1 | | Second Amended and Restated Bylaws of Inteliquent, Inc. |
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.
| | | | | | |
| | | | INTELIQUENT, INC. |
| | |
| Date: January 27, 2016 | | | | /s/ Richard L. Monto |
| | | | Name: | | Richard L. Monto |
| | | | Title: | | General Counsel, Senior Vice President and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| 3.1 | | Second Amended and Restated Bylaws of Inteliquent, Inc. |
