Form 6-K DRAGONWAVE INC For: Jan 26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

 

FOR THE MONTH OF JANUARY 2016

 

COMMISSION FILE NUMBER:  001-34491

 

DRAGONWAVE INC.

(Translation of registrant’s name into English)

 

411 Legget Drive, Suite 600

Ottawa, Ontario, K2K 3C9

Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

x Form 20-F

¨ Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

o Yes

x No

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

 

 

 

The following exhibits are issued by DragonWave Inc.:

 

Exhibit Number		Description
99.1		Press Release dated January 27, 2016 — DragonWave Announces Share Consolidation
99.2		Report of Voting Results from January 26, 2016 Special meeting of Shareholders

 

2

 

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, thereunto duly authorized.

 

	DRAGONWAVE INC. (Registrant)
	By:	/s/ Patrick Houston
	Name:	Patrick Houston
	Title:	Chief Financial Officer

 

Date:   January 27, 2016

 

3

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

DragonWave Announces Share Consolidation

 

Ottawa, Canada, January 27, 2016 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI), a leading global supplier of packet microwave radio systems for mobile and access networks, announced today that it intends to proceed with the share consolidation (the “Consolidation”) as proposed in the Management Proxy Circular dated December 11, 2015 and approved at the Company’s special meeting of shareholders on Tuesday January 26, 2016. This announcement provides additional details on the Consolidation.

 

At a special meeting held on January 26, 2016, DragonWave’s shareholders approved a Consolidation on the basis of a consolidation ratio of between 1-for-15 and 1-for-25. The Board of Directors intends to implement the share Consolidation on the basis of twenty-five (25) pre-Consolidation shares for one (1) post-Consolidation share.

 

The Consolidation of the Company’s common shares is intended to establish the basis for the shares to trade above US$1.00, as per the listing requirements of the NASDAQ Stock Market (“NASDAQ”). Taking this step will support the Company’s efforts to maintain market access and trading liquidity of current and future shareholders who trade on the NASDAQ exchange.

 

DragonWave expects that the Consolidation will reduce the number of outstanding common shares from approximately 75,493,513 to approximately 3,019,717. Proportionate adjustments will be made to the Company’s outstanding warrants, stock options and restricted share units. No fractional common shares will be issued pursuant to the Consolidation and any fractional shares that would have otherwise been issued will be rounded down to the nearest whole number.

 

The Company will be seeking the final approval from the Toronto Stock Exchange (“TSX”) to effect the Consolidation and has provided notification of the Consolidation to NASDAQ. Subject to final confirmation by TSX and NASDAQ, it is expected that the post-Consolidation common shares will begin trading on each of NASDAQ and TSX at the opening of markets on February 4, 2016 under its current NASDAQ and TSX trading symbols, “DRWI” and “DWI”, respectively.

 

Letters of transmittal with respect to the Consolidation were mailed to registered shareholders with the Management Proxy Circular on or about December 21, 2015 advising that, upon the effectively of the Consolidation, registered shareholders should surrender their existing share certificates (representing pre-Consolidation Common

 

 

Shares) for replacement share certificates (representing post-Consolidation Common Shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.

 

Registered shareholders may also obtain copies of the letter of transmittal by contacting DragonWave’s transfer agent, Computershare Investor Services Inc. or under DragonWave’s profile on SEDAR at www.sedar.com.

 

Shareholders who hold their shares through their broker or other intermediary and do not have actual share certificates/DRS Advices registered in their name will not be required to complete and return a letter of transmittal. Any pre-Consolidation shares owned by such shareholders will automatically be adjusted as a result of the Consolidation to reflect the applicable number of post-Consolidation shares owned by them and no further action is required to be taken by such shareholders.

 

About DragonWave

 

DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks.  DragonWave’s carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably.  The principal application of DragonWave’s products is wireless network backhaul.  Additional solutions include leased line replacement, last mile fiber extension and enterprise networks.  DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America.  For more information, visit http://www.dragonwaveinc.com.

 

DragonWave®, Horizon® and Avenue® are registered trademarks of DragonWave Inc.

 

Forward-Looking Statements

 

This document includes forward-looking statements, including forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to the Company’s ability to maintain NASDAQ listing requirements, including minimum bid price, the receipt of final approval from the TSX and the NASDAQ, the anticipated date on which the post-Consolidation common shares will begin trading on the TSX and the NASDAQ, and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” ““estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions relating to matters that are not historical facts are forward-looking statements. Although DragonWave believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential that regulatory approvals will not be received within the expected time frames and other risks disclosed in the public documents filed by DragonWave with U.S. and Canadian securities regulatory authorities. DragonWave assumes no obligation to update or revise any forward-looking

 

 

statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

 

 

Exhibit 99.2

 

DRAGONWAVE INC.

 

SPECIAL MEETING OF SHAREHOLDERS

OTTAWA, ONTARIO, CANADA

TUESDAY, JANUARY 26, 2016

 

REPORT OF VOTING RESULTS

 

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matter voted on at the special meeting of shareholders (the “Meeting”) of DragonWave Inc. (the “Corporation”) held on Tuesday January 26, 2016. The matter set out below is described in greater detail in the Notice of Special Meeting of Shareholders and Management Proxy Circular of the Corporation dated December 11, 2015 (the “Circular”). According to the scrutineer’s report, 80 shareholders were present at the Meeting, in person or by proxy, representing 46,159,328 common shares or 61.15% of the 75,487,650 shares outstanding on the December 11, 2015 record date for the Meeting.

 

Approval of Share Consolidation

 

At the Meeting, the shareholders passed a special resolution authorizing and approving the amendment to the Restated Articles of Incorporation of the Corporation to consolidate the authorized, issued and outstanding common shares of the Corporation on the basis of a consolidation ratio no larger than one new common share for each 25 existing common shares of the Corporation and no smaller than one new common share for each 15 existing common shares, if and when the board of directors of the Corporation resolves to do so prior to January 26, 2017.

 

Details of the voting are as follows: