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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 

 
Commission File Number 001-35965
 GTT Communications, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
20-2096338
(State or Other Jurisdiction of
 
(I.R.S. Employer Identification No.)
Incorporation or Organization)
 
 
 
7900 Tysons One Place
Suite 1450
McLean, Virginia 22102
(703) 442-5500
(Address including zip code, and telephone number, including area
code, of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
Common stock, par value $.0001 per share
GTT
NYSE
Series A Junior Participating Cumulative Preferred Stock Purchase Rights
 
 
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): 




Large Accelerated Filer
Accelerated Filer
Non-Accelerated Filer
Smaller reporting company
 
 
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The aggregate market value of the common stock held by non-affiliates of the registrant (45,737,472 shares) based on the $17.60 closing price of the registrant’s common stock as reported on the NYSE on June 30, 2019, was $804,979,505. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant. 

As of February 28, 2020, 56,737,341 shares of common stock, par value $.0001 per share, of the registrant were outstanding.


Documents Incorporated by Reference 
The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K/A: None




EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K of GTT Communications, Inc. (the “Company”) for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2020 (the "Original Filing") is being filed solely to (i) incorporate certain updates to the cover page of Form 10-K that were inadvertently not incorporated on the cover page of the Original Filing, and (ii) file an Exhibit 4.17, Description of GTT Communications, Inc. Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, which was inadvertently omitted from the Original Filing.

This Form 10-K/A contains only the cover page, this explanatory note, the exhibit index, the signature page and the exhibits described above.

Except as described above, this Amendment does not alter or update any other information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company's filings made with the SEC subsequent to the filing of the Original Filing.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements
1.
Financial Statements are listed in the Index to Financial Statements on page F-1 of the Original Filing.
2.
Financial Statement Schedules. The Financial Statement Schedule described below were filed as part of the Original Filing.

Description

Schedule II - Valuation and Qualifying Accounts.

All other financial statement schedules are not required under the relevant instructions or are inapplicable and therefore have been omitted.

(b)  Exhibits

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:






iv





v



101.SCH**,***
Inline XBRL Taxonomy Extension Schema Document
101.CAL**,***
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**,***
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**,***
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**,***
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
 
 
*
Filed herewith
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
 
 
***
Filed or furnished as an exhibit to the Annual Report on Form 10-K filed by GTT Communications, Inc. on March 2, 2020.

vi



 
 
+
Denotes a management or compensatory plan or arrangement.
 
 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
GTT COMMUNICATIONS, INC.
 
 
 
 
 
 
By:
/s/ Richard D. Calder, Jr.
 
 
 
Richard D. Calder, Jr.
 
 
 
President and Chief Executive Officer
 
Date: May 8, 2020




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