Current Report Filing (8-k)
March 18 2013 - 8:31AM
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): March
18, 2013
______________
DEX ONE CORPORATION
(Exact
name of registrant as specified in its charter)
______________
Delaware
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1-07155
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13-2740040
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1001 Winstead Drive Cary, NC
(Address of principal executive offices)
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Registrant’s telephone number,
including area code: (919) 297-1600
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27513
(Zip Code)
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(Former name or former address, if changed since last report)
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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 1.03 Bankruptcy or Receivership
On March 18, 2013, Dex One Corporation, a Delaware corporation (the
“Company”), and all of its subsidiaries (collectively, the “Debtors”),
filed voluntary petitions (the “Chapter 11 Petitions”) seeking relief
under Chapter 11 of the United States Code (the “Bankruptcy Code”) in
the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”). The Debtors will continue to operate their
businesses as “debtors-in-possession” under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court. As of the date of
this Current Report on Form 8-K, a receiver, fiscal agent or similar
officer has not been appointed.
On March 18, 2013, the Company issued a press release relating to the
foregoing, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On March 18, 2013, the Company issued a press release containing certain
financial results of the Company and its direct and indirect
wholly-owned subsidiaries for the year ended December 31, 2012. A copy
of this press release is attached as Exhibit 99.2 to this Form 8-K.
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Cases described in Item 1.03 above
triggered the acceleration of financial oblations under the Company’s
$219.7 million of 12%/14% Senior Subordinated Notes due 2017 (the
“Senior Subordinated Notes”). The Debtors believe that any efforts to
enforce the financial obligations under the Senior Subordinated Notes
are stayed as a result of the filing of the Chapter 11 Petitions in the
Bankruptcy Court.
Item 7.01 Regulation FD Disclosure.
The Company is furnishing herewith additional information in conjunction
with the March 18, 2013 earnings release. This additional information
includes general Company information and highlights of financial results
of the Company and its direct and indirect wholly-owned subsidiaries for
the year ended December 31, 2012. The additional information, attached
as Exhibit 99.3 to this Current Report on Form 8-K, is being furnished
and will not be deemed “filed” for the 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.
The information included in Item 2.02, Item 7.01, Exhibit 99.2 and
Exhibit 99.3 of this Current Report on Form 8-K will not be
incorporated by reference into any registration statement or other
document filed by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, unless specifically identified therein as
being incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
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Exhibit No.
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Exhibit Description
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99.1
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Restructuring Press Release of Dex One Corporation issued March 18,
2013.
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99.2
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Earnings Press Release of Dex One Corporation issued March 18, 2013.
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99.3
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Additional Information of Dex One Corporation issued March 18, 2013.
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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.
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Dex One Corporation
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/s/ Mark W. Hianik
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Mark W. Hianik
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Senior Vice President, General Counsel
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and Chief Administrative Officer
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Date: March 18, 2013
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EXHIBIT INDEX
Exhibit No.
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Exhibit Description
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99.1
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Restructuring Press Release of Dex One Corporation issued March
18, 2013.
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99.2
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Earnings Press Release of Dex One Corporation issued March 18,
2013.
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99.3
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Additional Information of Dex One Corporation issued March 18,
2013.
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