UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 10, 2019, James S. Eisenstein was elected as a director of ATN International, Inc. (the “Company”) and brings particular expertise in the field of telecommunications. He is currently Chairman and Chief Executive Officer of Grupo TorreSur, a Latin American focused wireless tower company. Prior to co-founding Grupo TorreSur, Mr. Eisenstein was Chairman and Chief Executive Officer of Optasite Holding Company, Inc., from 2003 to 2008; Chief Executive Officer of Concourse Communications Group LLC in 2003 and Chief Operating Officer and, later, Chief Development Officer of American Tower Corporation from 1995 to 2003. Before co-founding American Tower, Mr. Eisenstein was a Partner and Chief Operating Officer of Amaturo Group, Ltd., an owner and operator of radio stations, from 1990 to 1995; was Deputy General Counsel of Home Shopping Network from 1988 to 1990; and an associate at Skadden, Arps, Slate, Meagher and Flom from 1986 to 1988 and at Vinson & Elkins from 1984 to 1986. He is currently a member of the Board of Directors of CTI Towers, Inc. and Chairman of the Board of Directors of Eaton Towers, Ltd. and served as a director of Nexamp, Inc. from 2011 to 2016. Mr. Eisenstein is a graduate of Georgetown University and holds an MBA from The Wharton School and a JD from the University of Pennsylvania Law School.
Mr. Eisenstein will receive the standard compensation amounts payable to non-employee directors of the Company, as described in the Company’s proxy statement for the 2019 annual meeting of stockholders. His annual cash and stock retainers will be pro-rated for 2019 to reflect his expected term of service during the calendar year.
There are no arrangements or understandings between Mr. Eisenstein and any other person pursuant to which Mr. Eisenstein was selected as a director. Mr. Eisenstein was not appointed to any committee of the Board of Directors at the time of his election. Since the beginning of the Company’s last year, there have not been any transactions, or currently proposed transactions, or series of similar transactions, in which the Company was a party and in which Mr. Eisenstein had a direct or indirect material interest.
| Item 7.01 | Regulation FD Disclosure |
On October 10, 2019, the Company issued a press release regarding Mr. Eisenstein’s election as a director. A copy of the press release is furnished herewith as Exhibit 99.1, and hereby incorporated by reference.
Exhibit 99.1 is furnished and shall not be deemed to be “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 made by the Company 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. |
| 99.1 | Press Release of the Company, dated October 10, 2019. |
| 104 | Cover page formatted in Inline XBRL. |
| 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 hereunto duly authorized.
| ATN INTERNATIONAL, INC. | ||
| By: | /s/ Justin D. Benincasa | |
| Justin D. Benincasa | ||
| Chief Financial Officer | ||
| Dated: October 10, 2019 | ||
| 3 |
Exhibit 99.1
News Release
| For Immediate Release | Contact: | ATN International, Inc. |
| October 10, 2019 | Michael T. Prior | |
| Chairman and CEO | ||
| 978-619-1300 |
ATN Announces Appointment of Director
Beverly, MA (October 10, 2019) – ATN International, Inc. (Nasdaq: ATNI) announced today that the board of directors of the Company appointed James S. Eisenstein as a new independent director of the Company. Mr. Eisenstein joins the Company’s board of directors with over thirty years of experience in the telecommunications industry, including nine years as Chief Executive Officer and Chairman of Grupo TorreSur, a Latin American focused wireless tower company. Mr. Eisenstein was a co-founder and member of the senior executive teams of American Tower Corporation and Optasite, Inc. His past and present board service includes Eaton Towers, CTI Towers, Inc. and Nexamp, Inc., a Massachusetts based renewable energy company.
“We are delighted to welcome Jimmy to the ATN board,” said Michael T. Prior, Chairman and Chief Executive Officer of the Company. “His transactional expertise and deep experience building large scale communications infrastructure businesses will be invaluable as we look to drive growth and increased shareholder value from our broad array of investments, particularly our current focus on shared infrastructure offerings in multiple markets.”
About ATN
ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, invests in and operates communications, energy and technology businesses in the United States and internationally, including the Caribbean region and Asia-Pacific, with a particular focus on markets with a need for significant infrastructure investments and improvements. Our operating subsidiaries today primarily provide: (i) advanced wireless and wireline connectivity to residential and business customers, including a range of mobile wireless solutions, high speed internet services, video services and local exchange services, (ii) distributed solar electric power to corporate and government customers and (iii) wholesale communications infrastructure services such as terrestrial and submarine fiber optic transport, communications tower facilities, managed mobile networks, and in-building systems. For more information, please visit www.atni.com.
Cautionary Language Concerning Forward Looking Statements
This press release contains forward-looking statements relating to, among other matters, our future financial performance and management’s plans and strategy for the future. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including, among others, (1) the general performance of our operations, including operating margins, revenues, capital expenditures, and the future growth and retention of our major customers and subscriber base and consumer demand for solar power; (2) our ability to maintain favorable roaming arrangements, receive roaming traffic and satisfy the needs and demands of our major wireless customers; (3) our ability to efficiently and cost-effectively upgrade our networks and IT platforms to address rapid and significant technological changes in the telecommunications industry; (4) government regulation of our businesses, which may impact our FCC and other telecommunications licenses or our renewables businesses; (5) our reliance on a limited number of key suppliers and vendors for timely supply of equipment and services relating to our network infrastructure; (6) economic, political and other risks facing our operations; (7) the loss of or an inability to recruit skilled personnel in our various jurisdictions, including key members of management; (8) our ability to expand our renewable energy business; (9) our ability to find investment or acquisition or disposition opportunities that fit the strategic goals of the Company; (10) the occurrence of weather events and natural catastrophes; (11) increased competition; (12) the adequacy and expansion capabilities of our network capacity and customer service system to support our customer growth; (13) our continued access to capital and credit markets; and (14) the risk of currency fluctuation for those markets in which we operate. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019 and the other reports we file from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors that may affect such forward-looking statements, except as required by law.
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