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
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Date of report (Date of earliest event reported): |
August 15, 2018 |
EDUCATIONAL DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
000 - 0 4957 |
73-0750007 |
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(State or Other Jurisdiction of |
(Commission File Number) |
(IRS Employer |
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Incorporation) |
Identification No.) |
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5402 S 122nd E Avenue, Tulsa, Oklahoma |
741 46 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (918) 622-4522 |
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Check the appropriate box below if the Form 8-K 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.0 3 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 15, 2018, the Company amended its Amended and Restated Certificate of Incorporation (the “ Amendment ”). This action was approved by the Company’s shareholders its annual meeting. The Amendment increased the authorized number of shares of the Company’s common stock, par value $0.20 per share, from 8,000,000 to 16,000,000 shares. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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3.1 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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EDUCATIONAL DEVELOPMENT CORPORATION |
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Date: |
August 21, 2018 |
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By: /s/ Randall White |
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Name: Randall White Title: President and Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST : That at a meeting of the Board of Directors of Educational Development Corporation , resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that the amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered fourth so that, as amended, said Article shall be and read as follows:
FOURTH : The aggregate number of shares of all classes of stock which the corporation shall have the authority to issue is 16,000,000 shares, each of the shares having a par value of $0.20, all of which shares shall be Common Stock.
SECOND : That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed as of this ____ day of August, 2018.
By:
Authorized Officer
Title: Chairman of the Board, President and Chief Executive Officer
Name: Randall W. White