UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 9, 2019

 

 

Unico American Corporation

 (Exact Name of Registrant as Specified in its Charter)

 

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

000-03978 95-2583928
(Commission File Number) (IRS Employer Identification No.)
   
   
26050 Mureau Road  
Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)

 

 

(818) 591-9800

(Registrant's Telephone Number, Including Area Code)

 

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, No Par Value UNAM Nasdaq Global Market

 

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. |_|

 

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 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On December 9, 2019, the Board of Directors of Unico American Corporation (the “Corporation”) approved Amendment No. 1 (the “Amendment No. 1”), effective December 9, 2019, to the Corporation’s Second Amended and Restated Bylaws to, among other things, amend Article V, “Officers”, Sections 1 and 2 to separate the positions of (i) President and Chief Executive Officer, and (ii) Treasurer and Chief Financial Officer, which were previously combined. A copy of the Amendment No. 1 is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)       Exhibits. The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:

 

Exhibit Number Description
3.1 Amendment No. 1 to Second Amended and Restated Bylaws. 

 

 

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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.

 

                                            UNICO AMERICAN CORPORATION

                                                                (Registrant)

 

 

Date: December 11, 2019    By:   /s/ Michael Budnitsky

 

Name:   Michael Budnitsky

Title:    Treasurer, Chief Financial Officer and Secretary

 

 

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EXHIBIT 3.1

 

UNICO AMERICAN CORPORATION

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BYLAWS

(Effective Date: December 9, 2019)

 

 

1. Article V, Section 1 of the Second Amended and Restated Bylaws of Unico American Corporation (the “Bylaws”) is amended and restated to read in its entirety: "The officers of the Corporation shall be a President, a Treasurer, and a Secretary.  The Corporation may also have, at the discretion of the Board of Directors, a Chairperson of the Board, a Chief Executive Officer, a Chief Financial Officer, a Chief Operations Officer, a Chief Administrative Officer, an Executive Vice President, one or more Vice Presidents and a General Counsel.  Any person may hold two or more offices."

 

2. Article V, Section 2 of the Bylaws is amended and restated to read in its entirety: "The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Treasurer, and a Secretary, none of whom need be a member of the Board of Directors."