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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/20 ATN International, Inc. 10-K 12/31/19 117:21M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.20M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 41K
3: EX-10.18 Material Contract HTML 41K
4: EX-21 Subsidiaries List HTML 46K
5: EX-23.1 Consent of Experts or Counsel HTML 31K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
83: R1 Document and Entity Information HTML 91K
15: R2 Consolidated Balance Sheets HTML 151K
55: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
97: R4 Consolidated Income Statements HTML 130K
84: R5 Consolidated Income Statements (Parenthetical) HTML 32K
16: R6 Consolidated Statements of Comprehensive Income HTML 66K
56: R7 Consolidated Statements of Comprehensive Income HTML 34K
(Parenthetical)
96: R8 Consolidated Statements of Equity HTML 95K
85: R9 Consolidated Statements of Equity (Parenthetical) HTML 41K
37: R10 Consolidated Statements of Cash Flows HTML 187K
52: R11 Consolidated Statements of Cash Flows HTML 37K
(Parenthetical)
117: R12 Organization and Business Operations HTML 60K
79: R13 Summary of Significant Accounting Policies HTML 323K
36: R14 Revenue Recognition HTML 64K
51: R15 Leases HTML 70K
116: R16 Impact of Hurricanes Irma and Maria HTML 36K
78: R17 Dispositions and Platform Investments HTML 82K
38: R18 Accounts Receivable HTML 46K
50: R19 Fixed Assets HTML 71K
95: R20 Goodwill and Intangible Assets HTML 137K
81: R21 Long-Term Debt HTML 52K
18: R22 Government Grants HTML 44K
58: R23 Equity HTML 189K
94: R24 Income Taxes HTML 219K
80: R25 Retirement Plans HTML 355K
17: R26 Commitments and Contingencies HTML 57K
57: R27 Related Party Transactions HTML 34K
93: R28 Segment Reporting HTML 304K
82: R29 Quarterly Financial Data (Unaudited) HTML 118K
76: R30 Schedule Ii Valuation and Qualifying Accounts HTML 128K
112: R31 Summary of Significant Accounting Policies HTML 401K
(Policies)
53: R32 Organization and Business Operations (Tables) HTML 47K
40: R33 Summary of Significant Accounting Policies HTML 228K
(Tables)
77: R34 Revenue Recognition (Tables) HTML 53K
113: R35 Leases (Tables) HTML 71K
54: R36 Dispositions and Platform Investments (Tables) HTML 79K
41: R37 Accounts Receivable (Tables) HTML 46K
75: R38 Fixed Assets (Tables) HTML 69K
115: R39 Goodwill and Intangible Assets (Tables) HTML 132K
91: R40 Equity (Tables) HTML 194K
102: R41 Income Taxes (Tables) HTML 218K
59: R42 Retirement Plans (Tables) HTML 370K
19: R43 Commitments and Contingencies (Tables) HTML 42K
92: R44 Segment Reporting (Tables) HTML 310K
103: R45 Quarterly Financial Data (Unaudited) (Tables) HTML 118K
60: R46 Organization and Business Operations (Details) HTML 32K
20: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash HTML 39K
and Cash Equivalents (Details)
90: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fixed HTML 39K
Assets (Details)
104: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 37K
Acquired Intangibles (Details)
111: R50 Summary of Significant Accounting Policies - Aoci HTML 71K
(Details)
71: R51 Summary of Significant Accounting Policies - Aoci HTML 39K
reclassifications (Details)
29: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 45K
Revenue Recognition (Details)
43: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 32K
Operating Expenses (Details)
110: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Risk HTML 46K
(Details)
70: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair HTML 119K
value Instruments (Details)
28: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 45K
Anti-dilution (Details)
42: R57 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 46K
Stock-Based Compensation (Details)
109: R58 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 115K
Recent Accounting Pronouncements (Details)
73: R59 REVENUE RECOGNITION - Narrative (Details) HTML 58K
24: R60 REVENUE RECOGNITION - Contract Assets and HTML 75K
Liabilities (Details)
64: R61 REVENUE RECOGNITION - Contract Acquisition Costs HTML 41K
(Details)
100: R62 REVENUE RECOGNITION - Remaining Performance HTML 41K
Obligations - (Details)
88: R63 LEASES - Narrative (Details) HTML 56K
23: R64 LEASES - Components of Lease Expense and Payments HTML 59K
(Details)
63: R65 LEASES - Weighted average remaining lease terms HTML 38K
and discount rates (Details)
99: R66 LEASES - Maturities of lease liabilities (Details) HTML 75K
87: R67 Impact of Hurricanes Irma and Maria (Details) HTML 59K
26: R68 DISPOSITIONS AND PLATFORM INVESTMENTS - HTML 90K
Disposition - US Solar Business (Details)
61: R69 DISPOSITIONS AND PLATFORM INVESTMENTS - HTML 99K
Disposition - Sovernet (Details)
45: R70 DISPOSITIONS AND PLATFORM INVESTMENTS - HTML 42K
Disposition - Viya and others (Details)
33: R71 Accounts Receivable (Details) HTML 44K
67: R72 Fixed Assets (Details) HTML 115K
106: R73 Goodwill and Intangible Assets (Details) HTML 47K
46: R74 Goodwill and Intangible Assets - Rollforward HTML 51K
(Details)
34: R75 GOODWILL AND INTANGIBLE ASSETS - Net (Details) HTML 48K
68: R76 GOODWILL AND INTANGIBLE ASSETS - Change In HTML 53K
Carrying Amount Of Telecommunications Licenses
(Details)
107: R77 GOODWILL AND INTANGIBLE ASSETS - Customer HTML 63K
Relationships (Details)
49: R78 Long-Term Debt (Details) HTML 149K
31: R79 Government Grants (Details) HTML 75K
44: R80 Equity (Details) HTML 200K
32: R81 INCOME TAXES - Components of Income Before Income HTML 44K
Taxes (Details)
66: R82 INCOME TAXES - Income Tax Reconciliation (Details) HTML 84K
105: R83 INCOME TAXES - Components of Income Tax Expense HTML 139K
(Benefit) (Details)
47: R84 INCOME TAXES - Components of Income Tax - HTML 79K
Narrative (Details)
35: R85 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 48K
69: R86 RETIREMENT PLANS - Rate Assumptions (Details) HTML 90K
108: R87 RETIREMENT PLANS - Benefit Obligations and Plan HTML 92K
Assets (Details)
48: R88 RETIREMENT PLANS - Net Assets and Allocations HTML 75K
(Details)
30: R89 RETIREMENT PLANS - Amounts in Consolidated HTML 60K
Financials (Details)
25: R90 RETIREMENT PLANS - Net Periodic Pension Cost HTML 54K
(Details)
65: R91 RETIREMENT PLANS - Expected future service HTML 51K
(Details)
101: R92 Commitments and Contingencies (Details) HTML 54K
89: R93 Commitments and Contingencies - Other Obligations HTML 43K
(Details)
21: R94 Related Party Transactions (Details) HTML 46K
62: R95 Segment Reporting (Details) HTML 154K
98: R96 Segment Reporting - Revenue and Assets (Details) HTML 57K
86: R97 Quarterly Financial Data (Unaudited) (Details) HTML 78K
27: R98 Schedule Ii Valuation and Qualifying Accounts HTML 54K
(Details)
22: XML IDEA XML File -- Filing Summary XML 213K
72: XML XBRL Instance -- atni-20191231x10kbfd409_htm XML 6.16M
114: EXCEL IDEA Workbook of Financial Reports XLSX 160K
11: EX-101.CAL XBRL Calculations -- atni-20191231_cal XML 376K
12: EX-101.DEF XBRL Definitions -- atni-20191231_def XML 1.13M
13: EX-101.LAB XBRL Labels -- atni-20191231_lab XML 2.66M
14: EX-101.PRE XBRL Presentations -- atni-20191231_pre XML 1.83M
10: EX-101.SCH XBRL Schema -- atni-20191231 XSD 298K
74: JSON XBRL Instance as JSON Data -- MetaLinks 633± 977K
39: ZIP XBRL Zipped Folder -- 0001558370-20-001867-xbrl Zip 649K
| atni_EX_4-1 |
EXHIBIT 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description sets forth certain material terms and provisions of ATN International, Inc.’s (“we,” “us,” and “our”) securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended.
DESCRIPTION OF CAPITAL STOCK
The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”) and our Amended and Restated By-laws (our “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. The terms of these securities also may be affected by Delaware law.
General
Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
Subject to any preferential rights that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to one vote per share for the election of directors and on all other matters that require stockholder approval. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of our company, holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock
The outstanding shares of our common stock are legally issued, fully paid and nonassessable. The common stock does not have any preemptive, subscription or conversion rights. Additional shares of authorized common stock may be issued, as authorized by our Board of Directors from time to time, without stockholder approval, except as may be required by applicable stock exchange requirements.
Preferred Stock
Under our Certificate of Incorporation, our Board of Directors has the authority, without further action by stockholders, to designate up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock.
Delaware law provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.
Anti-Takeover Provisions of Delaware Law and our Corporate Documents
Delaware Law. We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
· before the date that the person became an "interested stockholder," the Board of Directors approved either the "business combination" or the transaction which makes the person an "interested stockholder";
· upon completion of the transaction that results in the "interested stockholder" becoming an "interested stockholder," the "interested stockholder" owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
· on or subsequent to the date that the person became an "interested stockholder," the business combination is approved by the Board of Directors and the vote of at least 662/3% of the outstanding voting stock that is not owned by the "interested stockholder."
Generally, a "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to the stockholder. An "interested stockholder" is a person who either owns 15% or more of our outstanding voting stock or, together with affiliates and associates, owns or, within three prior years, did own, 15% or more of our outstanding voting stock. The statute could have the effect of delaying, deferring or preventing a change in our control with respect to transactions our Board of Directors does not approve in advance.
Bylaws and Certificate of Incorporation Provisions. Our Bylaws provide that special meetings of our stockholders may be called by the Chairman of the Board of Directors or President and shall be called by the Secretary upon the request in writing of a stockholder or stockholders holding of record at least 50% of the voting power of the issued and outstanding shares of our stock entitled to vote at such a meeting. Our Certificate of Incorporation also specifies that the Board of Directors may alter, amend or repeal our Bylaws, and it gives the Board of Directors the power to use preferred stock with any characteristics it deems fit. Further, our Certificate of Incorporation does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors.
These provisions contained in our Certificate of Incorporation and Bylaws could delay or discourage transactions involving an actual or potential change in control of us or our management, including transactions in which stockholders might otherwise receive a premium for their shares over then current prices. Such provisions could also limit the ability of stockholders to remove current management or approve transactions that stockholders may deem to be in their best interests and could adversely affect the price of our common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Listing on the NASDAQ Stock Market
Our common stock is listed on the Nasdaq Global Select Market under the symbol "ATNI."
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/2/20 | |||
| For Period end: | 12/31/19 | 10-K/A, 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 ATN International, Inc. 10-K 12/31/23 120:24M Toppan Merrill Bridge/FA 8/03/23 ATN International, Inc. S-8 8/03/23 4:77K Toppan Merrill/FA 3/15/23 ATN International, Inc. 10-K 12/31/22 115:23M Toppan Merrill Bridge/FA 8/09/22 ATN International, Inc. S-3 5:457K Toppan Merrill/FA 3/16/22 ATN International, Inc. 10-K 12/31/21 110:22M Toppan Merrill Bridge/FA 3/01/21 ATN International, Inc. 10-K 12/31/20 113:21M Toppan Merrill Bridge/FA |