RLBY 8-K
Reliability Inc (RLBY)
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 7, 2020
Reliability Incorporated
(Exact name of registrant as specified in its charter)
| Texas | 000-07092 | 75-0868913 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
2505 Gateway Center Drive
P.O. Box 71
Clarksburg, MD 20871
(Address of principal executive offices) (Zip Code)
(202) 965-1100
(Registrant’s telephone number, including area code)
N/A
(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.)
| [ ] | 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 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, no par value | RLBY | N/A |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board Directors of Reliability Incorporated (the “Company”) determined to reduce the number of employee directors on the Board and Mark Speck, the Chief Financial Officer of the Company, volunteered to resign as a director effective October 7, 2020.
On October 7, 2020, the Board of Directors of the Company appointed John Chanaud to fill the vacancy created by the resignation of Mark Speck. The initial term as director for Mr. Chanaud will expire upon the election of his replacement at a duly called meeting of shareholders. Mr. Chanaud is independent under the Company’s criteria for determining director independence. It is expected that Mr. Chanaud will be appointed as a member of each of the Company’s Compensation Committee and Audit Committee.
John Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies where his primary responsibility is financial oversight and planning for the Company along with budgeting, reporting and financial controls of Bernstein’s hotel and commercial office group. This includes financial and tax planning, treasury management, and financial statement preparation as well as working closely with outside auditors and accounting firms. Additionally, John oversees the asset management and servicing of the Company’s structured finance group. He is a 1986 graduate of Towson University with a BS degree in Accounting. Prior to joining Bernstein in 1997, Mr. Chanaud was a Senior Manager for a regional public accounting and consulting firm. Mr. Chanaud is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs.
There are no arrangements or understandings between Mr. Chanaud and any other person pursuant to which he was appointed to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Mr. Chanaud will receive the same compensation for service on the Board as that of the other non-employee directors of the Company. Upon his appointment to the Board, the Company intends to enter into its standard form of indemnification agreement for directors with Mr. Chanaud, which indemnification agreement, among other matters, requires the Company to (1) indemnify him against certain liabilities that may arise by reason of his status or service as a director and (2) to advance expenses incurred as a result of a proceeding as to which he may be indemnified. The indemnification agreement is intended to provide indemnification rights to the fullest extent permitted under applicable law, including the applicable indemnification rights statutes in the State of Texas, and is in addition to any rights a director may have under the Company’s organizational documents. The Company’s form of indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2019 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The Board of Directors of the corporation, at a meeting duly held, determined that it was in the best interest of the corporation and its shareholders to provide for qualifications for directors of the corporation. Acting by unanimous written consent, the Board resolved to amend Section 4.1 of the corporation’s Bylaws effective upon the filing of the amendment with this Current Report on Form 8-K. Section 4.1 is amended as provided in Exhibit 3.1 hereto to designate that the Board shall consist of not less than three nor more than seven directors, with such number to be set by the Board from time to time, and to include notice and qualification requirements for any individual nominated to serve as a director of the corporation. A copy of the amendment is attached to this Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
| Exhibit No. | Description | |
| 3.1 | Second Amendment to Amended and Restated Bylaws of Reliability Incorporated |
| 2 |
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.
| RELIABILITY INCORPORATED | ||
| Date: October 13, 2020 | /s/ Nick Tsahalis | |
| By: | Nick Tsahalis | |
| Its: | President | |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Second Amendment to Amended and Restated Bylaws of Reliability Incorporated |
| 4 |
EXHIBIT 3.1
SECOND AMENDMENT TO
AMENDED AND RESTATED
BYLAWS
OF
RELIABILITY INCORPORATED
| 1. | Section 4.1 of Article IV of the Bylaws of Reliability Incorporated (“the Bylaws”) be, and it hereby is, amended to: |
| (a) | Delete the following sentence appearing in such Section: |
“The board of directors shall consist of six (6) members. Such number may be increased or decreased by amendment of these bylaws, provided that no decrease shall effect a shortening of the term of any incumbent director.”; and
| (b) | Insert in lieu thereof the following: |
“The authorized number of directors shall be not less than three (3) nor more than seven (7). The exact number may be changed within those limits by action of the board of directors, provided that no decrease shall effect a shortening of the term of any incumbent director.”
| 2. | Section 4.1 of Article IV of the Bylaws be, and it hereby is, further amended to add the following as a new paragraph in such Section: |
“Any shareholder entitled to vote in the election of directors generally may nominate at a meeting one or more persons for election as a director only if written notice of such nomination or nominations is delivered or mailed to the Secretary of the Company (i) in the case of an annual meeting of shareholders that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders, not less than 50 days nor more than 75 days prior to such anniversary date and (ii) in the case of an annual meeting of shareholders that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting of shareholders including the first annual meeting following the adoption of this bylaw provision, or in the case of a special meeting of shareholders for the purpose of electing directors, not later than the close of business on the tenth day following the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name, age and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the nominee’s qualifications to serve as a director; (d) the name and residence address of the notifying shareholder; (e) the number of shares owned by the notifying shareholder, and (f) that the proposed nominee will certify that such person is not disqualified from serving as a director of a publicly reporting company. The Secretary of the Company shall deliver all such notices to the Board of Directors or to such committee as may be appointed from time to time by the Board of Directors for the purpose of recommending to the Board of Directors candidates to serve as directors, for review. The Nominating Committee or such other committee, if any, shall thereafter make its recommendation to the Board of Directors, and the Board of Directors shall thereafter make its determination, with respect to whether such candidate should be nominated for election as a director. The chairman of the meeting shall disregard nominations not made in accordance with the provisions of this ARTICLE IV (Section 4.1) and all votes cast for each such nominee shall be disregarded.
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