TLGT Teligent

Filed: 24 Sep 21, 4:57pm






Washington, D.C. 20549






Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 20, 2021



(Exact Name of Registrant as Specified in its Charter)


Delaware   001-08568   01-0355758
(State or other jurisdiction    (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)


105 Lincoln Avenue

Buena, New Jersey 08310

(Address of Principal Executive Offices)(Zip Code)


Registrant’s telephone number, including area code: (856) 697-1441


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 (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))


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 $0.01 per share TLGT The NASDAQ Stock Market


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 3.03Material Modification to Rights of Security Holders


The disclosure set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On September 20, 2021, the Board of Directors (the “Board”) of Teligent, Inc. (the “Company”) approved Amended and Restated Bylaws, which became effective immediately. The amendments effected by the Amended and Restated Bylaws include (i) adding a forum selection clause that generally requires litigation regarding internal corporate claims to be brought in the Court of Chancery of the State of Delaware, (ii) consistent with the Company’s Amended and Restated Certificate of Incorporation, as amended, providing for indemnification of current and former directors and executive officers in connection with proceedings brought against them arising out of their service as directors or executive officers, and (iii) updating changes in light of, among other items, changes in Delaware law relating to electronic communications, virtual meetings and other matters.


The foregoing description of the Amended and Restated Bylaws is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No. Exhibit Description
3.1 Amended and Restated Bylaws






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: September 24, 2021 By:

/s/ Philip K. Yachmetz

    Name: Philip K. Yachmetz
    Title: Executive Vice President, Chief Legal Officer & Corporate Secretary