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): August 7, 2020
TESSCO Technologies Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 001-33938 | 52-0729657 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
11126 McCormick Road, Hunt Valley, Maryland 21031
(Address of principal executive offices) (Zip Code)
(410) 229-1000
(Registrant’s telephone number, including area code)
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 ( 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(s) |
Name of each exchange on which
registered |
||
| Common Stock, $0.01 par value per share | TESS | 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. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 7, 2020, the Board of Directors of TESSCO Technologies Incorporated (the “Company”) approved an amendment, effective as of August 7, 2020, to the Company’s bylaws, as amended (the “By-Laws”), to modify the percentage of votes required to request the calling of a special meeting of stockholders from 25% of the votes possessed by the shares of stock of all classes then issued, outstanding and entitled to vote at such special meeting, as set forth in the By-Laws, to 50%.
Accordingly, the first sentence of Section 1.2 of the By-Laws has been amended as shown on the Third Amendment to Sixth Amended and Restated By-Laws attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Third Amendment to Sixth Amended and Restated By-Laws of TESSCO Technologies Incorporated. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| TESSCO Technologies Incorporated | ||
| By: | /s/ Aric M. Spitulnik | |
| Aric M. Spitulnik | ||
| Senior Vice President, Chief Financial Officer, and Corporate Secretary | ||
| Dated: August 11, 2020 |
Exhibit 3.1
Third Amendment to Sixth Amended and
Restated By-Laws of
TESSCO Technologies Incorporated
The first sentence of Section 1.2 of the Sixth Amended and Restated By-Laws, after accounting for the actions taken by the Board of Directors at a meeting of the Board of Directors held on August 7, 2020, amending the bylaws of the Company, now reads as follows:
“Special meetings of the stockholders may be called at any time by the Chairman of the Board, the President (or, in the absence
or disability of the President, by any Vice President) or by the Board of Directors, and shall be called by the President at the
request in writing of the holders of shares of stock of all classes representing 50% of the aggregate number of votes possessed
by the shares of stock of all classes then issued, outstanding and entitled to vote at such meeting.”