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): October 18, 2013 (October 15, 2013)
PTGi HOLDING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35210 | 54-1708481 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
| 460 Herndon Parkway, Suite 150 Herndon, VA |
20170 | |
| (Address of principal executive offices) | (Zip Code) |
(703) 902-2800
(Registrant’s telephone number, including area code)
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 15, 2013, our Board of Directors approved changing our name from Primus Telecommunications Group, Incorporated to PTGi Holding, Inc. The name change will be effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of our wholly owned subsidiary, PTGI Name Change, Inc., into us.
As a result, our Amended and Restated Certificate of Incorporation will be deemed amended to change our name to PTGi Holding, Inc. upon filing of a Certificate of Ownership with the Secretary of State of the State of Delaware, substantially in the form attached hereto as Exhibit 3.1. We expect the name change to be effective on or around October 28, 2013.
The “PTGI” New York Stock Exchange ticker symbol remains the same.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Ownership | |
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.
| PTGi HOLDING, INC. | ||||||
| Dated: October 18, 2013 |
By: | /s/ Andrea L. Mancuso | ||||
| Andrea L. Mancuso | ||||||
| Acting General Counsel | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 3.1 | Certificate of Ownership, dated October 28, 2013 | |