Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 25, 2017


InterCloud Systems, Inc.
(Exact name of registrant as specified in its charter)


Delaware   000-32037   65-0963722
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)


1030 Broad Street

Suite 102

Shrewsbury, NJ

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (561) 988-1988


(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:


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 240.13a-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.     ☐






Item 8.01 Other Events.


On June 15, 2017, InterCloud Systems, Inc., a Delaware corporation (the “Company”), entered into a Stipulation and Agreement of Settlement (the “Stipulation”) for the settlement (the “Settlement”) of pending stockholder derivative actions in the United States District Court for the District of New Jersey (the “Court”) entitled Hamdan v. Munro, et al. and Scrutchens v. Munro, et al., Lead Case No. 3:16-cv-03706-PGS, and a substantially similar derivative action pending in the Court of Chancery of the State of Delaware, captioned Sloan v. Munro, et al., Case No. 11878-VCL. The Settlement was preliminarily approved by the Court on August 25, 2017.


Additional information concerning the terms of the proposed Settlement can be found in the Notice of Pendency and Settlement of Derivative Action (the “Notice”), which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Notice and the complete Stipulation are also available on the Company’s website at www.intercloudsys.com. Information contained in or accessible through our website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.



99.1  Notice of Pendency and Proposed Settlement of Stockholder Derivative Action.






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


September 5, 2017 By: /s/ Daniel Sullivan
    Daniel Sullivan
    Chief Accounting Officer






Exhibit No.



99.1  Notice of Pendency and Proposed Settlement of Stockholder Derivative Action.