Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2016 (June 3, 2016)
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VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-32887 | | 11-3547680 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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23 Main Street, Holmdel, NJ | | 07733 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (732) 528-2600
(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
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Vonage Holdings Corp on June 3, 2016. This Amendment is being filed to include the financial statements of Nexmo, Inc. and pro forma financial information listed below.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
(1) The following consolidated financial statements of Nexmo, Inc. are attached as Exhibit 99.1 to this Form 8-K/A:
Consolidated Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 (Audited)
Consolidated Statements of Operations for the three month periods ended March 31, 2016 (Unaudited) and 2015 (Unaudited), and for the year ended December 31, 2015 (Audited)
Consolidated Statements of Change in Stockholders’ Deficit as of March 31, 2016 (Unaudited) and December 31, 2015 (Audited)
Consolidated Statements of Cash Flows for the three month periods ended March 31, 2016 (Unaudited) and 2015 (Unaudited), and for the year ended December 31, 2015 (Audited)
Notes to the Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following pro forma financial information with respect to the acquisition of Nexmo, Inc. is attached as Exhibit 99.2 to this Form 8-K/A:
Unaudited Pro Forma Condensed Consolidated Financial Information (Introduction)
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2016
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(c) Exhibits.
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Exhibit | Description |
23.1 | Consent of Independent Accountants. |
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99.1 | Consolidated Financial Statements of Nexmo, Inc. for the three month periods ended March 31, 2016 and March 31, 2015 and for the year ended December 31, 2015. |
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99.2 | Unaudited pro forma condensed consolidated financial information of Vonage Holdings Corp. for the three months ended March 31, 2016 and for the year ended December 31, 2015. |
SIGNATURE
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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| VONAGE HOLDINGS CORP. |
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Date: August 17, 2016 | By: | | /s/ David Pearson |
| | | David Pearson Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit | Description |
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23.1 | Consent of Independent Accountants. |
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99.1 | Consolidated Financial Statements of Nexmo, Inc. for the three month periods ended March 31, 2016 and March 31, 2015 and for the year ended December 31, 2015. |
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99.2 | Unaudited pro forma condensed consolidated financial information of Vonage Holdings Corp. for the three months ended March 31, 2016 and for the year ended December 31, 2015. |