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):
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February 21, 2017
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Universal Technical Institute, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-31923
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86-0226984
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_____________________
(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona
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85254
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(Address of principal executive offices)
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___________
(Zip Code)
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Registrant’s telephone number, including area code:
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623-445-9500
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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:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On February 21, 2017, Universal Technical Institute, Inc. (the Company) entered into an Amendment dated as of February 21, 2017 (the Amendment) to the Rights Agreement, dated as of June 29, 2016, by and between Universal Technical Institute, Inc. and Computershare Inc., as Rights Agent. The Amendment was approved by the Company's Board of Directors on February 21, 2017.
The Amendment changes the "Final Expiration Date" in Section 7(a) of the Rights Agreement from June 28, 2017 to February 21, 2017, effectively terminating the Rights Agreement as of that date. A copy of the press release regarding the Amendment is attached hereto as Exhibit 99.1.
The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The summary of the Amendment in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein.
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.
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Universal Technical Institute, Inc.
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February 21, 2017
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By:
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/s/ Chad A. Freed
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Name: Chad A. Freed
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Title: General Counsel, Executive Vice President of Corporate Development
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Exhibit Index
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Exhibit No.
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Description
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4.1
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Amendment dated February 21, 2017 to Rights Agreement by and between Universal Technical Institute, Inc. and Computershare Inc., as Rights Agent.
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99.1
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Press Release of Universal Technical Institute, Inc., dated February 21, 2017
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Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment (the “
Amendment
”) is dated as of February 21, 2017 (the “
Effective Date
”), and amends that certain Rights Agreement, dated as of June 29, 2016, between Universal Technical Institute, Inc., a Delaware corporation (the “
Company
”), and Computershare Inc., a Delaware corporation (the “
Rights Agent
”) (the “
Rights Agreement
”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, on February 21, 2017, the Board determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement on the terms set forth herein; and
WHEREAS, in accordance with Section 27 of the Rights Agreement, the Company may, and the Rights Agent shall, if so directed by the Company, supplement or amend the Rights Agreement without the approval of any holders of Rights Certificates in order to shorten or lengthen any time period under the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the respective agreements set forth herein, the parties hereto agree as follows:
1.1
Amendment to Definition
. Section 7(a) of the Rights Agreement is hereby amended such that “Final Expiration Date” shall mean February 21, 2017.
1.2
Exhibits
. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.
1.3
Rights Agreement as Amended, Effective Date
. The term “Agreement” or “Rights Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment and any other amendment made in accordance with Section 27 of the Rights Agreement. This Amendment shall be effective as of the Close of Business on the Effective Date, and except as set forth herein the Rights Agreements shall remain in full force and effect and otherwise shall be unaffected hereby.
1.4
Direction to Rights Agent; Certification by Officer
. By execution of this Amendment by the Company, the Company hereby directs the Rights Agent to execute this Amendment in its capacity as Rights Agent pursuant to the Rights Agreement and in accordance with Section 27 of the Rights Agreement. The appropriate officer of the Company executing this Amendment on behalf of the Company hereby certifies on behalf of the Company that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.
1.5
Benefits of this Amendment
. Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the holders of Rights any legal or equitable right, remedy or claim under this Amendment; and this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of Rights.
1.6
Severability
. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be valid and enforceable under applicable law, but if any provision of this Amendment shall be held to be prohibited by or unenforceable under applicable law, (i) such provision shall be applied to accomplish the objectives of the provision as originally written to the fullest extent permitted by appl
icable law and (ii) all other provisions of this Amendment shall remain in full force and effect; provided, however, that if any such excluded provision shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately. No rule of strict construction, rule resolving ambiguities against the party who drafted the provision giving rise to such ambiguities or other such rule of interpretation shall be applied against any party with respect to this Amendment.
1.7
Governing Law
. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of laws.
1.8
Counterparts
. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
1.9
Descriptive Headings
. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment.
[Signature Page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
UNIVERSAL TECHNICAL INSTITUTE, INC.
By: _____________________________
Name:
Title:
COMPUTERSHARE INC.
By: _____________________________
Name:
Title:
Contact:
Bryce Peterson
Chief Financial Officer
Universal Technical Institute, Inc.
(623) 445-0993
Universal Technical Institute, Inc. Announces Termination of Shareholder Rights Agreement
SCOTTSDALE, ARIZ. - February 21, 2017 -
Universal Technical Institute, Inc.
(NYSE: UTI), today announced that its rights agreement has been amended to accelerate the expiration date to February 21, 2017, effectively terminating the agreement as of today.
"In accelerating the termination of the rights agreement, the Board considered a number of factors, including an assessment of the current environment, proxy advisory guidelines and feedback from shareholders," said Kim McWaters, Chairman and Chief Executive Officer. "The Board believes that terminating the rights agreement now rather than waiting until June, when it is due to expire, is in the best interest of the Company and its shareholders."
In connection with the expiration of the rights agreement, UTI will be taking routine actions to voluntarily deregister the related preferred stock purchase rights under the Securities Exchange Act of 1934. These actions are administrative in nature and will have no effect on UTI's common stock, which continues to be listed on the NYSE.
About Universal Technical Institute, Inc.
Headquartered in Scottsdale, Arizona, Universal Technical Institute, Inc. (NYSE: UTI) is the leading provider of post-secondary education for students seeking careers as professional automotive, diesel, collision repair, motorcycle and marine technicians. With more than 200,000 graduates in its 52-year history, UTI offers undergraduate degree and diploma programs at 12 campuses across the United States, as well as manufacturer-specific training programs at dedicated training centers. Through its campus-based school system, UTI provides specialized post-secondary education programs under the banner of several well-known brands, including Universal Technical Institute (UTI), Motorcycle Mechanics Institute and Marine Mechanics Institute (MMI) and NASCAR Technical Institute (NASCAR Tech). For more information visit
www.uti.edu
.
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