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): January 10, 2018

 

LEGACY EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55790   39-2079974
(State or other jurisdiction
of incorporation) 		  (Commission File Number)  

(IRS Employer

Identification No.)

 

1612 Cape Coral Parkway East, Cape Coral, Florida   33904
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (239) 542-0643

 

N/A

(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))

 

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 January 10, 2018, the Board of Directors of the Company adopted and approved an amendment to the Company’s Bylaws providing for the election of Directors by a plurality vote pursuant to Nevada Revised Statutes 78.330. Previously, the Bylaws provided for the election of Directors by a majority vote. Article I, Section 5 of the Bylaws was deleted in its entirety and replaced with the following:

 

Section 5 Voting . Each Stockholder of record holding stock which is entitled to vote at a meeting shall be entitled at each meeting of the Stockholders to one vote for each share of stock standing in their name on the books of the Corporation. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Upon the demand of any Stockholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by ballot. Cumulative voting shall not be permitted in the election of Directors or for any other purpose.

When a quorum is present or represented at any meeting, the vote of the Stockholders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to decide any questions brought before such meeting, other than the election of Directors, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provisions shall govern and control the decision of such question.

 

The foregoing description of the Amendment to the Bylaws is qualified in its entirety by reference to the full text of the Amendment to the Bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference. 

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit

No.

  Description
     
3.1   Amendment to Bylaws of Legacy Education Alliance, Inc.

 

1
 

 

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.

 

  LEGACY EDUCATION ALLIANCE, INC.
Date: January 12, 2018    
     
  By: /s/ Anthony C. Humpage
    Name: Anthony C. Humpage
    Title: Chief Executive Officer

 

 

2

 Exhibit 3.1

 

 

AMENDMENT

TO

BYLAWS

 OF

 LEGACY EDUCATION ALLIANCE, INC.

  A Nevada Corporation

 

Section 5 of Article I of the Company’s Bylaws shall be and is hereby amended in its entirety to read as follows:

 

ARTICLE I

 

Section 5
Voting . Each Stockholder of record holding stock which is entitled to vote at a meeting shall be entitled at each meeting of the Stockholders to one vote for each share of stock standing in their name on the books of the Corporation. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Upon the demand of any Stockholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by ballot. Cumulative voting shall not be permitted in the election of Directors or for any other purpose.

 

When a quorum is present or represented at any meeting, the vote of the Stockholders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to decide any questions brought before such meeting, other than the election of Directors, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provisions shall govern and control the decision of such question.