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): November 17, 2014
NOVATEL WIRELESS, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-31659 | 86-0824673 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9645 Scranton Road
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 812-3400
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:
| ¨ | 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 5.07. Submission of Matters to a Vote of Security Holders.
(a) On November 17, 2014, at a special meeting (the “Special Meeting”) of the stockholders of Novatel Wireless, Inc., a Delaware corporation (the “Company”), the Company’s stockholders voted on certain matters.
(b) At the Special Meeting, the Company’s stockholders were asked:
| • | To approve an amendment to the amended and restated certificate of incorporation of the Company to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares; |
| • | To approve the potential issuance of more than 19.999% of the Company’s common stock upon conversion of the Series C Convertible Preferred Stock and/or exercise of that certain warrant to purchase shares of the Company’s common stock, each of which were issued by the Company to HC2 Holdings 2, Inc., a Delaware corporation, in the private placement that closed on September 8, 2014, and any change of control that may be deemed to occur as a result thereof, as required by and in accordance with the applicable rules of The NASDAQ Stock Market LLC; and |
| • | To approve an amendment to the Company’s 2009 Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 3,000,000 shares. |
These proposals are set out in more detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on October 14, 2014. The results with respect to the proposals were as follows:
| Proposal |
Vote Result |
Vote Type |
Voted | Voted (%) | 0/S (%) | |||||||||||
| Share Amount |
Approved | For | 38,452,533 | 92.15 | 86.18 | |||||||||||
| Against |
3,234,077 | 7 .75 | 7.25 | |||||||||||||
| Abstain |
41,600 | 0.10 | 0.09 | |||||||||||||
| Non Votes |
0 | 0 | ||||||||||||||
| Uncast |
0 | 0 | ||||||||||||||
| Private Placement |
Approved | For | 17,322,236 | 88.17 | 38.83 | |||||||||||
| Against |
2,286,739 | 11.64 | 5.12 | |||||||||||||
| Abstain |
37,431 | 0.19 | 0.08 | |||||||||||||
| Non Votes |
22,081,804 | 49.49 | ||||||||||||||
| Uncast |
0 | 0 | ||||||||||||||
| 2009 Omnibus Incentive Compensation Plan |
Approved | For | 23,550,281 | 87.19 | 52.78 | |||||||||||
| Against |
3,430,775 | 12.70 | 7.69 | |||||||||||||
| Abstain |
28,684 | 0.11 | 0.06 | |||||||||||||
| Non Votes |
14,718,470 | 32.99 | ||||||||||||||
| Uncast |
0 | 0 | ||||||||||||||
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.
| Novatel Wireless, Inc. | ||
| By: |
/s/ Michael A. Newman | |
| Michael A. Newman | ||
| Executive Vice President, Chief Financial Officer and Secretary | ||
Date: November 19, 2014