Blueprint
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 10,
2019
______________________________________________________________________
Voltari Corporation
(Exact name of registrant as specified in its charter)
______________________________________________________________________
|
Delaware
|
|
000-55419
|
|
90-0933943
|
|
(State or Other Jurisdiction
Of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
767 Fifth Avenue, Suite 4700
New York, NY 10153
(Address of Principal Executive Offices, including Zip
Code)
(212) 388-5500
(Registrant’s Telephone Number, including Area Code)
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
7.01.
Regulation
FD Disclosure.
On
January 10, 2019, Voltari Corporation (the “Company”)
issued a press release regarding the formation by its Board of
Directors of a special committee of independent directors to
consider an offer by High River Limited Partnership and its
affiliates, beneficial owners of approximately 52.69% of the
Company’s outstanding shares of common stock and
approximately 98.0% of the Company’s outstanding shares of
13% Redeemable Series J Preferred Stock, to purchase the remaining
shares of the Company’s common stock. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference into this Item 7.01.
Limitation on Incorporation by Reference. The information
furnished in this
Item 7.01, including the press release attached hereto as
Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except
for historical information contained in the press release attached
as an exhibit hereto, the press release contains forward-looking
statements that involve certain risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by these statements. Please refer to the cautionary note in
the press release regarding these forward-looking
statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
Press
Release dated January 10, 2019
|
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.
|
|
|
|
|
|
|
VOLTARI CORPORATION
|
|
|
|
|
|
|
Date:
January 10, 2019
|
|
|
|
By:
|
|
/s/
Kenneth Goldmann
|
|
|
|
|
|
|
|
Name:
Kenneth Goldmann
Title:
Principal Executive Officer
|
Exhibit Index
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
Press
Release dated January 10, 2019
|