0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama36303--09-3000017182272020-06-032020-06-03
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): June 3, 2020
CONSTRUCTION PARTNERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38479
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26-0758017
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
(Address of principal executive offices) (ZIP Code)
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(334) 673-9763
(Registrant’s telephone number, including area code)
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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:
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☐
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange
on which registered
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Class A common stock, $0.001 par value
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ROAD
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The Nasdaq Stock Market LLC
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(Nasdaq Global Select Market)
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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 June 3, 2020, the Board of Directors of Construction Partners, Inc. (the “Company”) approved and adopted, effective as of such date, an amendment to the Company’s Amended and Restated By-Laws (the “Amendment”) to add a forum selection provision that provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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CONSTRUCTION PARTNERS, INC.
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Date: June 4, 2020
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By:
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/s/ Charles E. Owens
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Charles E. Owens
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President and Chief Executive Officer
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Exhibit 3.1
AMENDMENT TO
AMENDED AND RESTATED
BY-LAWS
OF CONSTRUCTION PARTNERS, INC.
Pursuant to Article V of the Amended and Restated Certificate of Incorporation of Construction Partners, Inc., a Delaware corporation (the “Corporation”), Article IX, Section 9.15 of the Amended and Restated By-Laws (the “By-Laws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, as of the date hereof, the By-Laws of the Corporation are hereby amended as follows:
The By-Laws are hereby amended to add a new Section 9.16 to the end of Article IX to read as follows:
“Section 9.16 Choice of Forum. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.16.”
Adopted and effective as of June 3, 2020.