false0001272830 0001272830 2019-12-19 2019-12-19


 
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): December 19, 2019  
____________________________ 
 VONAGE HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)  
 ____________________________ 
 
Delaware
 
001-32887
 
11-3547680
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
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)
____________________________ 
 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))

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. ☐
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 $0.001
 
VG
 
New York Stock Exchange
 



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 19, 2019, Vonage Holdings Corp. (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from the New York Stock Exchange (“NYSE”) and transfer the listing to the Nasdaq Global Select Market (“Nasdaq”). The Company expects that listing and trading of its common stock on the NYSE will end at market close on December 30, 2019, and that trading will begin on Nasdaq at market open on December 31, 2019.

The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “VG.”

Item 7.01. Regulation FD Disclosure

The Company issued a press release, furnished as Exhibit 99.1, in connection with the transfer of the principal listing of the Common Stock to Nasdaq.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See accompanying Exhibit Index for a list of the exhibits furnished with this Current Report on Form 8-K.

EXHIBIT INDEX

 

 


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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.
 
 
 
VONAGE HOLDINGS CORP.
 
 
 
 
 
Date:
December 19, 2019
By:
 
    /s/ Randy K. Rutherford
 
 
 
 
Randy K. Rutherford
Chief Legal Officer
 

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