Spok Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Spok Holdings, Inc. (formerly USA Mobility, Inc.) on July 8, 2014. The filing documents a corporate name change effective as of the filing date. The Company is incorporated in Delaware and operates from Springfield, Virginia.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report is strictly administrative regarding the corporate name change.
Material Changes
- Corporate Name: USA Mobility, Inc. changed its legal name to Spok Holdings, Inc. via a short-form merger under Delaware General Corporation Law Section 253.
- Subsidiary Name: The indirect, wholly-owned operating subsidiary, USA Mobility Wireless, Inc., was renamed Spok, Inc.
- Trading Symbol: Effective July 9, 2014, the Company's new trading symbol on the NASDAQ Global Market is SPOK.
- Security Identifiers: Effective July 9, 2014, a new CUSIP number (84863T106) and ISIN number (US84863T1060) were assigned to the common stock.
- Corporate Governance: The Certificate of Incorporation and Bylaws were amended solely to reflect the new names; no other changes were made.
Outlook, Risks, and Management Commentary
Management stated that the merger and name change do not affect the rights of security holders, creditors, customers, or suppliers. A press release announcing the change was issued on July 8, 2014, and is included as Exhibit 99.1. The filing notes that the information in Item 7.01 is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Key Facts for Investor Verification
- Verify the new ticker symbol SPOK on the NASDAQ Global Market effective July 9, 2014.
- Confirm the new CUSIP (84863T106) and ISIN (US84863T1060) for trading and settlement purposes.
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Bylaws (Exhibit 3.2) to confirm no other governance changes occurred.
- Note that this filing contains no financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.