Current Report Filing (8-k)
April 03 2019 - 4:13PM
Edgar (US Regulatory)
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 2, 2019
THESTREET,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
0-25779
(Commission
File Number)
|
06-1515824
(IRS
Employer Identification No.)
|
14
WALL STREET, 15
TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 321-5000
N/A
(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):
☐
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
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a)
The Board of Directors (the “Board”) of TheStreet, Inc. (the “Company”) approved on April 2, 2019, a Certificate
of Amendment to the Company’s Restated Certificate of Incorporation to effect a 1-for-10 reverse stock split, which is expected
to be filed on April 25, 2019.
(b)
The Board also approved, on April 2, 2019, a change in the Company’s fiscal year end from December 31 to March 31 of each
year, effective as of April 1, 2019. The Company’s next fiscal year end will be March 31, 2020.
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Item
7.01
|
Regulation
FD Disclosure.
|
On
April 3, 2019, the Company issued a press release announcing approval by the Company’s Board of a special cash distribution
of approximately $94.3 million or $1.77 per share of common stock payable on April 22, 2019 to all stockholders of record on April
15, 2019 and the 1-for-10 reverse stock split. The Company’s press release regarding the special cash distribution and reverse
stock split is included as Exhibit 99.1.
The
information set forth in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and
shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d)
Exhibits
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.
Date:
April 3, 2019
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THESTREET,
INC.
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|
|
|
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By:
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/s/
Eric Lundberg
|
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Name:
|
|
Eric
Lundberg
|
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Title:
|
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Chief
Executive Officer and Chief Financial Officer
|
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