Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - UniTek Global Services, Inc. | v206080_ex3-1.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): December 21, 2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
000-28579
(Commission
File Number)
|
75-2233445
(IRS
Employer Identification No.)
|
|
|
1777
Sentry Parkway West, Blue Bell, PA
(Address
of Principal Executive Offices)
|
19422
(Zip
Code)
|
||
Registrant’s
telephone number, including area code: (267) 464-1700
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 (see General Instruction A.2. below):
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
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 21, 2010, UniTek Global Services, Inc. (the “Company”) filed a
Certificate of Amendment to the Company’s Amended and Restated Certificate of
Incorporation with the Secretary of State of Delaware (the “Certificate of
Amendment”) effecting the 1-for-2 reverse stock split of its common
stock. The Certificate of Amendment was approved by the Company’s
stockholders on October 29, 2010. The Certificate of Amendment was
also approved by the Board of Directors of the Company on October 29,
2010.
Pursuant
to the reverse stock split, the Company’s stockholders will receive one share of
the Company’s post-split common stock for every two shares of pre-split common
stock held prior to the effectiveness of the reverse stock split. Any
fraction of a share of common stock that would otherwise have resulted from the
reverse split will be rounded up to one share. The reverse stock
split impacts all stockholders proportionately and will not materially impact
any stockholder’s percentage ownership interest in the Company.
The
exercise price and the number shares issuable upon exercise of the Company’s
outstanding equity instruments, including options, issuable pursuant to the
Company’s equity incentive plans, were also proportionately
adjusted. The Certificate of Amendment is attached as Exhibit 3.1 to
this report and the terms thereof are incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of the
Company, dated December 21, 2010.
|
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.
|
UNITEK
GLOBAL SERVICES, INC.
|
|||
|
Date:
December 21, 2010
|
By:
|
/s/ Kyle M. Hall | |
|
Kyle
M. Hall
|
|||
|
General
Counsel, Corporate Secretary
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