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):         March 6, 2017
 
                          
 
HENNESSY ADVISORS, INC.
(Exact name of registrant as specified in its charter)
                          
 
California
001-36423
68-0176227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
7250 Redwood Blvd., Suite 200
              Novato, California            
94945
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number including area code:    (415) 899-1555
 
Not Applicable
(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 240.13e-4(c))
 

 
Item 5.03.                            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On March 6, 2017, Hennessy Advisors, Inc. (the “ Company ”) filed Amended and Restated Articles of Incorporation with the California Secretary of State, which amended and restated section (a) of Article III to read as follows: “The total number of shares of stock which this corporation shall have authority to issue is thirty million (30,000,000), consisting of twenty-two million five hundred thousand (22,500,000) shares of Common Stock and seven million five hundred thousand (7,500,000) shares of Preferred Stock.”
 
The Articles of Incorporation were amended and restated to effect a three-for-two stock split of the Company’s common stock.  Shares were distributed on March 6, 2017, to record holders of the Company’s common stock at the close of business on February 10, 2017.
 
The Amended and Restated Articles of Incorporation are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
 
Item 9.01.                            Financial Statements and Exhibits
 
Exhibit
Description
   
3.1
Amended and Restated Articles of Incorporation of Hennessy Advisors, Inc.

 

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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.
 
HENNESSY ADVISORS, INC.



Date:  March 7, 2017                                                                                            By:        /s/ Neil J. Hennessy               
Neil J. Hennessy
President and CEO



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HENNESSY ADVISORS, INC.

Exhibit Index to Current Report on Form 8-K dated March 6, 2017

Exhibit
Description
   
3.1
Amended and Restated Articles of Incorporation of Hennessy Advisors, Inc.

 

 

 
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
 
of
 
HENNESSY ADVISORS, INC.
 

 
The undersigned certify that:
 
1.
They are the President and Secretary, respectively, of Hennessy Advisors, Inc., a California corporation.
 
2.
The Articles of Incorporation of this corporation are amended and restated to read as follows:
 
ARTICLE I
 
The name of the corporation is Hennessy Advisors, Inc.
 
ARTICLE II
 
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Corporations Code, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
 
ARTICLE III
 
a. The total number of shares of stock which this corporation shall have authority to issue is thirty million (30,000,000), consisting of twenty‑two million five hundred thousand (22,500,000) shares of Common Stock and seven million five hundred thousand (7,500,000) shares of Preferred Stock.
 
b. The Board of Directors is hereby empowered, by resolution or resolutions adopted from time to time, to authorize the issuance of one or more series of Preferred Stock, to fix the number of shares of any series of Preferred Stock, and to determine the designation of any such series of Preferred Stock. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series.
 

 

 
ARTICLE IV
 
The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
 
ARTICLE V
 
This corporation is authorized to indemnify the agents (as defined in Section 317 of the California Corporations Code) of the Corporation to the fullest extent permissible under California law. Any amendment, repeal or modification of any provision of this Article V shall not adversely affect the right or protection of an agent of this corporation existing at the time of such amendment, repeal or modification.
 
3.
The foregoing Amended and Restated Articles of Incorporation has been duly approved by the Board of Directors of this corporation.  Pursuant to Section 902(c) of the California Corporations Code, the amendment effecting only a stock split (including an increase in the authorized number of shares in proportion thereto) that is reflected in the foregoing Amended and Restated Articles of Incorporation may be adopted with approval by the Board of Directors alone.
 
4.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
 

DATE:                March 6, 2017
/s/ Neil J. Hennessy                                                                                           
Neil J. Hennessy, President
 
 
/s/ Teresa M. Nilsen                                                                                          
Teresa M. Nilsen, Secretary
 

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