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): April 20, 2020 (April 16, 2020)
TIVITY HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-19364 |
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62-1117144 |
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(State or other jurisdiction
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(Commission File Number) |
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(IRS Employer Identification No.) |
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701 Cool Springs Boulevard Franklin, Tennessee |
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37067 |
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(Address of principal executive offices) |
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(Zip Code) |
(800) 869-5311
(Registrant's telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common Stock - $.001 par value |
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TVTY |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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; Changes in Fiscal Year.
On April 16, 2020, the Board of Directors of Tivity Health, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws, as amended. The Amendment provides, among other things, that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have or declines to accept jurisdiction, another state court or a federal court located within the State of Delaware) will be the sole and exclusive forum for any internal corporate claims. As set forth in the Amendment, internal corporate claims include claims (i) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity; or (ii) as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits |
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Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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TIVITY HEALTH, INC. |
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By: |
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/s/ Adam Holland |
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Name: Adam Holland |
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Title: Chief Financial Officer |
Date: April 20, 2020
Exhibit 3.1
TIVITY HEALTH, INC.
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED BYLAWS
1. The Second Amended and Restated Bylaws of Tivity Health, Inc. (as amended, the “Bylaws”) are hereby amended by adding new Article XII, as follows:
“ARTICLE XII.
FORUM FOR ADJUDICATION OF CERTAIN DISPUTES
(a)Unless the Corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any Internal Corporate Claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware). For purposes of this Section, “Internal Corporate Claims” means claims, including claims in the right of the Corporation: (i) that are based upon a violation of a duty by a current or former director, officer, employee or stockholder (which is deemed to include, for all purposes of this Section, any current or former beneficial owner of shares) in such capacity; or (ii) as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery.
(b)If any action the subject matter of which is within the scope of this Section is filed in a court other than the Court of Chancery (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) (a “Foreign Action”) by any current or former stockholder, such stockholder shall be deemed, to the fullest extent permitted by law, to have consented to: (i) the personal jurisdiction of the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such court to enforce this Section; and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.”
2. Except as otherwise set forth in this Amendment No. 2 to the Bylaws, all other terms and provisions of the Bylaws shall remain in full force and effect.