tcx20180124_8k.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):   January 24, 2018

 

TUCOWS INC.
(Exact Name of Registrant Specified in Charter)

 

Pennsylvania

  

0-28284

  

23-2707366

(State or Other

  

(Commission File

  

(IRS Employer

Jurisdiction of

  

Number)

  

Identification No.)

Incorporation)

  

  

  

  

  

 

96 Mowat Avenue, Toronto, Ontario, Canada

  

M6K 3M1

(Address of Principal Executive Offices)

  

(Zip Code)

  

 

Registrant’s telephone number, including area code:   (416) 535-0123

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 

 

Item 1.01     Entry into a Material Definitive Agreement.

 

On January 24, 2018, Tucows Inc. (the “Company”) and its wholly owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald), LLC (each, a “Borrower” and together, the “Borrowers,” collectively with the Company, “Tucows”) entered into the Second Interim Amendment to First Amended and Restated Credit Agreement (the “Second Interim Amendment”), which amends that certain First Amended and Restated Credit Agreement, dated as of January 20, 2017 (the “Credit Agreement”), among the Company, the Borrowers, Bank of Montreal, as administrative agent (“BMO” or the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”). The Second Interim Amendment provides that certain defined terms in Section 1.01 of the Credit Agreement are added and updated to reflect the inclusion of liabilities to Sprint Mobile similar to the previous inclusion of T-Mobile liabilities. The Second Interim Amendment also permits Tucows to retain bank accounts with Silicon Valley Bank with the aggregate amount held in such accounts not to exceed $3,000,000.

 

The foregoing description of the Second Interim Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Second Interim Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.

 

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

 

The information disclosed above in Item 1.01 is incorporated herein by reference.

 

Item 9.01     Financial Statements and Exhibits.

 

(d)                Exhibits.

 

 

Exhibit No.

  

Exhibit Title

10.1

  

Second Interim Amendment to First Amended and Restated Credit Agreement, dated as of January 24, 2018, by and among Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc., Tucows (Emerald), LLC, as Borrowers, Tucows Inc., as Guarantor, Bank of Montreal, as Administrative Agent, and Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as Lenders.

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Title

10.1

  

Second Interim Amendment to First Amended and Restated Credit Agreement, dated as of January 24, 2018, by and among Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc., Tucows (Emerald), LLC, as Borrowers, Tucows Inc., as Guarantor, Bank of Montreal, as Administrative Agent, and Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as Lenders.

 

 
 

 

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.

 

 

Date: January 24, 2018

 

TUCOWS INC.

 

 

 

 

 

By:

/s/ Davinder Singh

 

Name:

Davinder Singh

 

Title:

Chief Financial Officer