Washington, D.C. 20549





Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 20, 2017



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of
incorporation or organization)


(Commission File Number)


(I.R.S. Employer
Identification Number)


2701 E. Grauwyler Rd.
Irving, TX



(Address of principal executive offices)


(Zip Code)


Company’s telephone number, including area code: (214) 740-6500


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 or Rule 12b-2 of the Securities Exchange Act of 1934.


x Emerging growth company


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


On December 20, 2017, the Board of Directors (“Board”) and holders of a majority of the outstanding common stock, par value $0.0001, of Exela Technologies, Inc. (the “Company”) approved a one-time waiver to the Bylaws of the Company, effective immediately upon adoption by the Board and the receipt of consent by certain stockholders, in order to permit the stockholders of the Company to act by written consent to adopt the Company’s 2018 Stock Incentive Plan.


The waiver of the Bylaws is filed with this Current Report on Form 8-K as Exhibit 3.1 and the foregoing description of the waiver of the Bylaws is qualified in its entirety by reference thereto.


Item 9.01               Financial Statements and Exhibits.


(d)            Exhibits


Exhibit Number


Exhibit Description






Waiver of Bylaws of Exela Technologies, Inc.


* Filed herewith






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.


Dated: December 21, 2017









/s/ Jim Reynolds



Name: Jim Reynolds



Title: Chief Financial Officer



Exhibit 3.1


With respect to the approval by the Company’s stockholders of the 2018 Stock Incentive Plan, the requirement set forth in Section 2.7 of the Company’s Bylaws that any action required or permitted to be taken by the stockholders of the Company must be effected by a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders is hereby waived.