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): | June 7, 2013 |
| RF INDUSTRIES, LTD | ||
| (Exact name of registrant as specified in its charter) |
|
Nevada
(State or Other Jurisdiction
|
0-13301 (Commission File Number) |
88-0168936
(I.R.S. Employer
|
||
|
7610 Miramar Road, Bldg. 6000, San Diego, California 92126-4202 (Address of Principal Executive Offices)
(858) 549-6340 (Registrant’s Telephone Number) |
||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2013, RF Industries, Ltd. (the “ Company ”) appointed Mark Turfler as the Company’s new Acting Chief Financial Officer and Corporate Secretary . Howard Hill, the Company’s Chief Executive Officer who acted as the Company’s interim Chief Financial Officer and Corporate Secretary pending the appointment of a new Chief Financial Officer, resigned as the interim Chief Financial Officer on June 7, 2013.
Mr. Turfler, 61, joined the Company in January 2013 as its Controller. Prior to joining the Company, Mr. Turfler worked in senior accounting/finance positions at Ligand Pharmaceuticals, Inc. from 2006 to 2009, at Cylene Pharmaceuticals, Inc. from 2010 to 2011, and as an independent financial/accounting consultant from 2012 until he joined the Company in January 2013. Mr. Turfler has more than 35 years of accounting and finance experience including several years with publicly traded companies in a variety of senior financial executive positions with wireless telecommunications, international manufacturing, medical device and software companies. Mr. Turfler began his career with PricewaterhouseCoopers after graduating from Syracuse University with a B.S. in accounting. Mr. Turfler is a Certified Public Accountant and a member of the American Institute of CPAs, California Society of CPAs, and Financial Executives International. Mr. Turfler will receive an annual salary of $141,565.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 7, 2013, the Company’s Board of Directors amended the Company’s Amended and Restated Bylaws to implement a classified Board of Directors. As amended, the Company’s Amended and Restated Bylaws provide that, commencing with the election of directors at the 2013 annual meeting of stockholders, the directors shall be divided into three classes designated as Class I, Class II and Class III. Each class shall consist, as nearly as is possible, of one-third of the number of directors constituting the entire Board of Directors.
The preceding discussion is qualified in its entirety by the full text of the amendment to the bylaws of the Company that is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit No. | Description |
| 3.1 | Amendment No. 1 to the Company’s Amended and Restated Bylaws. |
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.
| June 12, 2013 |
By: /s/ Howard Hill Howard Hill Chief Executive Officer |
EXHIBIT 3.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED BYLAWS
OF
RF INDUSTRIES, LTD.
Article III, Section 2 of the Amended and Restated Bylaws of RF Industries, Ltd., a Nevada corporation, is hereby deleted in its entirety and is amended to read as follows:
Section 2. Commencing with the election of directors at the 2013 annual meeting of stockholders, the directors shall be divided into three classes designated as Class I, Class II and Class III. Each class shall consist, as nearly as is possible, of one-third of the number of directors constituting the entire Board of Directors. Initial class assignments shall be determined by the Board of Directors. At each annual meeting of stockholders, successors to the directors whose terms expired at that annual meeting shall be elected for a three-year term, except that, the director or directors elected to Class I will be subject to election for a three-year term at the annual meeting of stockholders in 2014 and the director or directors elected to Class II will be subject to election for a three-year term at the annual meeting of stockholders in 2015. If the number of directors changes, any increase or decrease shall be apportioned among the classes such that the number of directors in each class shall remain as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and qualified, subject, however, to such director’s prior death, resignation, retirement, disqualification or removal from office.
Subject to the rights of the holders of any one or more series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law, be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director. In the event of a vacancy on the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.