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): October 25, 2012

 

 

DIVERSIFIED RESTAURANT HOLDINGS, INC.  

(Name of registrant in its charter)

 

 

     

Nevada

 

000-53577

 

03-0606420

(State or other jurisdiction of

 incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

27680 Franklin Road

Southfield, MI 48034

 

 

(Address of principal executive offices)

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

 

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 
 
 

   

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Board of Directors (“Board”) of Diversified Restaurant Holdings, Inc. (the “Company”) adopted a First Amendment to the Amended and Restated Bylaws of the Company (the “First Amendment”) at its meeting held on October 25, 2012. The First Amendment, a copy of which is attached as Exhibit 3.2 to this filing, became effective on October 25, 2012. The First Amendment revised Section 5.01(a) of the Company's bylaws to delete the requirement that the Board appoint a Nominating and Corporate Governance Committee. The Board made no other amendments to the Company's bylaws and ratified and affirmed the bylaws in all other respects.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

 

3.2

First Amendment to the Amended and Restated Bylaws of Diversified Restaurant Holdings, Inc.

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

DIVERSIFIED RESTAURANT

HOLDINGS, INC.

 

 

 

 

 

Dated:  October 31, 2012

By:

 /s/ David G. Burke

 

 

Name: 

David G. Burke

 

 

Title: 

Chief Financial Officer (Principal   

Financial and Accounting Officer)

 

 

 

 

Exhibit 3.2

 

FIRST AMENDMENT


TO


THE AMENDED AND RESTATED BYLAWS


OF


DIVERSIFIED RESTAURANT HOLDINGS, INC.


Pursuant to the procedures set forth in Article XI of the Amended and Restated Bylaws of Diversified Restaurant Holdings, Inc. (the "Bylaws"), the Bylaws are hereby amended as follows:

 

1.     Section 5.01(a) is hereby amended and replaced in its entirety, to read as follows:

 

Section 5.01(a). Committees

 

(a)     The Board of Directors shall appoint from among its members an Audit Committee and a Compensation Committee, each composed of at least two directors or such higher number of directors as may be required by law or the standards of any stock exchange on which shares of the corporation are listed, with such lawfully delegable powers and duties as it thereby confers or that are required by law or such standards of any stock exchange on which shares of the corporation are listed.

 

2.     In all other respects, the provisions of the Bylaws are hereby ratified and affirmed.

 

The undersigned secretary certifies that this amendment was duly adopted at a meeting of the Board of Directors held October 25, 2012.

 


/s/ Ioana Ben-Ezra  
   

Ioana Ben-Ezra, Secretary