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):   May 19, 2016

 

LIQUIDMETAL TECHNOLOGIES, INC.

( Exact name of Registrant as Specified in its Charter )

 

Delaware

001-31332

33-0264467

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

30452 Esperanza

Rancho Santa Margarita, California 92688

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (949) 635-2100

 

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 5.03.

Changes to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As described more fully below under Item 5.07 of this Current Report on Form 8-K, on May 19, 2016, the stockholders of Liquidmetal Technologies, Inc. (the “Company”) approved the amendment and restatement of the Certificate of Incorporation of the Company (the “Amendment”) increasing the number of shares of common stock that the Company is authorized to issue from 7 00,000,000 shares to 1,100,000,000 shares.

 

The description of the Amendment described above is qualified in its entirety by the actual text of the Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

 

 

Item 5.07 

Submission of Matters to a Vote of Security Holders.

 

On May 19, 2016, the Company held its annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders (i) elected six directors to the Company’s board of directors, (ii) adopted the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock that the Company is authorized to issue from 700,000,000 shares to 1,100,000,000 shares, (iii) granted advisory approval of the compensation of the Company’s named executive officers, and (iv) ratified the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal year 2016, each as more fully described below.

 

The final voting results were as follows:

 

Item No. 1:

Proposal to elect six directors to the Company’s Board of Directors to serve until the Annual Meeting of Stockholders in 2017.

 

 

Nominee

 

For

Withheld

Broker Non-

Votes

Thomas Steipp

195,711,709

17,436,530

257,645,350

Yeung Tak Lugee Li

206,110,971

7,037,268

257,645,350

Abdi Mahamedi

192,748,374

20,399,865

257,645,350

Bob-Howard Anderson

195,421,292

17,726,947

257,645,350

Richard Sevcik

196,082,883

17,065,356

257,645,350

Walter Weyler

201,355,424

11,792,815

257,645,350

 

Item No. 2

Proposal to approve the amendment and restatement of the Company’s Certificate of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 700,000,000 shares to 1,100,000,000 shares.

 

 

For

Against

Abstain

Broker Non-Votes

 

423,918,801

44,132,794

2,741,994

-

 

 
 
 

 

Item No. 3

Proposal to grant advisory approval of the compensation of the Company’s named executive officers.

 

For

Against

Abstain

Broker Non-

Votes

168,976,317

36,279,229

7,892,693

257,645,350

 

 

Item No. 4

Proposal to ratify the appointment of SingerLewak LLP as the Company’s independent registered public accounting firm for fiscal 2016.

 

For

Against

Abstain

Broker Non-Votes

 

445,873,586

15,913,117

9,006,886

-

 

 

Item 9.01           Financial Statements and Exhibits.

 

See the Exhibit Index set forth below for a list of exhibits included in this Form 8-K.

 

 
 
 

 

Signature

 

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 thereunder duly authorized.

 

 

LIQUIDMETAL TECHNOLOGIES, INC.

 

 

 

By:

/s/ Thomas Steipp

 

 

 

Thomas Steipp,

 

 

President and Chief Executive Officer

 

 

Date:  May 20, 2016

 

   

 
 
 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Liquidmetal Technologies, Inc.

 

Exhibit 3.1

 

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

OF

LIQUIDMETAL TECHNOLOGIES, INC.

 

Liquidmetal Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented from time to time (the “DGCL”), in accordance with the provisions of Sections 242 and 245 of the DGCL,

 

DOES HEREBY CERTIFY:

 

 

1.

That the original Certificate of Incorporation of Liquidmetal Technologies, Inc. (the “Corporation”) was filed with the Secretary of State of the State of Delaware on May 15, 2003.

     
 

2.

That a Certificate of Ownership and Merger of Liquidmetal Technologies, a California corporation, with and into the Corporation was filed with the Secretary of State of the State of Delaware on May 21, 2003.

     
 

3.

That a Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 4, 2009.

     
 

4.

That a Second Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 28, 2012.

     
 

5.

That a Third Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 5, 2013.

     
 

6.

That an Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 28, 2013.

     
 

7.

That the Board of Directors of the Corporation duly adopted resolutions proposing to amend and restate the Certificate of Incorporation, as amended, of this Corporation, declaring said amendment and restatement to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the approval of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

   

 
 
 

 

RESOLVED, that the Certificate of Incorporation, as amended, of the Corporation is hereby amended and restated in its entirety to read as follows:  

 

ARTICLE I

 

The name of the Corporation is Liquidmetal Technologies, Inc.

 

ARTICLE II

 

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company .

 

ARTICLE III

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL .

 

ARTICLE IV

 

The Corporation shall have authority to issue One Billion One Hundred Ten Million (1,110,000,000) shares of capital stock, consisting of One Billion One Hundred Million (1,1 00,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”), and Ten Million (10,000,000) shares of preferred stock, $0.001 par value per share (the “Preferred Stock”). The Preferred Stock authorized by this Amended and Restated Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them.

 

  ARTICLE V

 

To the fullest extent permitted by the DGCL, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the effective date of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

 

The Corporation shall indemnify to the fullest extent permitted by the DGCL (including, without limitation, Section 145 thereof), as the same may be amended and supplemented from time to time, any and all persons whom it shall have power to indemnify under the DGCL. The indemnification provided for herein shall not be exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law under any Bylaw, agreement, vote of stockholders or disinterested directors of the Corporation, or otherwise, both as to action in such indemnified person’s official capacity and as to action in another capacity while serving as a director, officer, employee, or agent of the Corporation, and shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such person.

 

 
2
 

   

Any repeal or modification of this Article V or amendment to the DGCL shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer, or agent occurring prior to, such repeal, modification, or amendment.

 

ARTICLE VI

 

The Board of Directors shall have the power to adopt, amend, or repeal Bylaws of the Corporation, subject to the right of the stockholders of the Corporation to adopt, amend, or repeal any Bylaw. In addition, the Bylaws may be amended by the affirmative vote of holders of majority of the outstanding shares of voting stock of the Corporation entitled to vote at an election of directors.

 

ARTICLE VII

 

The number of directors of the Corporation shall be determined by resolution of the Board of Directors. Elections of directors need not be by written ballot, unless the Bylaws of the Corporation shall so provide.

 

ARTICLE VIII

 

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

* * * *

 

 

8.

That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 242 of the DGCL.

     
 

9.

That this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation’s Certificate of Incorporation, as amended, has been duly adopted in accordance with Sections 242 and 245 of the DGCL.

 

 
3
 

 

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 19th day of May, 2016.

 

 

 

 

By:

/s/ Tony Chung

 

 

 

Name:   Tony Chung

 

 

 

Title:     Chief Financial Officer

 

             

 

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