Lgl Group Inc 8-K, filed Feb 21, 2020
Lgl Group Inc (LGL)
About this 8-K
Lgl Group Inc filed this 8-K on February 21, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): February 21, 2020
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THE LGL GROUP, INC. |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
001-00106 |
38-1799862 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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2525 Shader Road, Orlando, FL |
32804 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (407) 298-2000
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(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 (see General Instruction A.2. below):
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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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Common Stock, par value $0.01 |
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LGL |
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NYSE American |
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 21, 2020, the Board approved and adopted Amendment No.2 to the Company’s By-laws (the “Bylaw Amendment”), which Bylaw Amendment became effective immediately upon its adoption by the Board. The Bylaw Amendment amends Article V sections 5.2(k and l) and deletes in its entirety Article V Section 5.5.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Description |
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3.1 |
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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February 21, 2020 |
THE LGL GROUP, INC. |
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By: |
/s/ James W. Tivy |
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Name: |
James W. Tivy |
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Title: |
Chief Financial Officer |
Exhibit 3.1
AMENDMENT NO. 2
TO
THE AMENDED AND RESTATED BY-LAWS
OF
LGL GROUP, INC.
The Amended and Restated By-laws of LGL Group, Inc. (the “Company”) are hereby amended by renumbering Article V Section 5.2(k and l) of the By-laws as Article V Section 5.2 k and l (and all references to a section number within such section shall be to Article V Section 5.2) and by deleting in its entirety Article V Section 5.5.