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): April 9, 2017

 

 

 

STRAIGHT PATH

COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-36015   46-2457757

(State or other jurisdiction

of incorporation)

  

(Commission File No.)

  

(IRS Employer

Identification No.)

 

5300 Hickory Park Drive, Suite 218

Glen Allen, Virginia, 23059

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (804) 433-1522

 

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:

 

x 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 8.01 Other Events

 

On April 10, 2017, Straight Path Communications Inc. (the “Company” or “Straight Path”) issued a press release announcing that it had entered into an agreement and plan of merger (the “Merger Agreement”) with AT&T Inc., a Delaware corporation (“AT&T”) and Switchback Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of AT&T (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company and the Company will become a wholly owned subsidiary of AT&T.

 

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Additional details regarding the terms of the Merger Agreement will be filed with the Securities and Exchange Commission (the “SEC”) at a later date.

 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

 

Straight Path plans to file with the SEC and mail to its stockholders a Proxy Statement/Prospectus in connection with the proposed transaction. THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT AT&T, STRAIGHT PATH, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and the other documents filed with the SEC by AT&T and Straight Path through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus by phone, e-mail or written request by contacting the investor relations department of Straight Path at the following:

 

Address:

Straight Path Communications Inc.

5300 Hickory Park Dr. Suite 218

Glen Allen, VA 23059

Attention: Investor Relations

Phone: 804-433-1523
E-mail: yonatan.cantor@straightpath.com

 

PARTICIPANTS IN THE SOLICITATION

 

Straight Path and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding Straight Path’s directors and executive officers is contained in Straight Path’s Form 10-K for the year ended July 31, 2016 and its proxy statement dated November 22, 2016, which are filed with the SEC. A more complete description will be available in the Proxy Statement/Prospectus.

 

SAFE HARBOR

 

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2016 and our other periodic filings with the SEC (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”). We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

 

NO OFFER OR SOLICITATION

 

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

 2 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit Number  

Exhibit

     
99.1   Press Release, dated April 10, 2017, announcing, among other things, entry by the Company into a definitive agreement and plan of merger, dated April 9, 2017, with AT&T Inc.

 

 3 
 

 

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.

 

  STRAIGHT PATH COMMUNICATIONS INC.
     
Dated: April 10, 2017 By:

/s/ Jonathan Rand

    Name: Jonathan Rand
    Title: Chief Financial Officer

 

 4 
 

 

EXHIBIT INDEX

 

Exhibit Number  

Description

     
99.1   Press Release, dated April 10, 2017, announcing, among other things, entry by the Company into a definitive agreement and plan of merger, dated April 9, 2017, with AT&T Inc.

 

 

5