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): August 18, 2015
ASTROTECH CORPORATION
(Exact name of Registrant as Specified in its Charter)
Washington
(State or other Jurisdiction of Incorporation or Organization)
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001-34426 | | 91-1273737 |
(Commission File Number) | | (IRS Employer Identification No.) |
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401 Congress Ave. Suite 1650, | | |
Austin, Texas | | 78701 |
(Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (512) 485-9530
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 (see General Instruction A.2 below):
[ ] 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))
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Item 5.03 | Amendments to Articles of Incorporation or Amended and Restated Bylaws; Change in Fiscal Year. |
On August 18, 2015, the board of directors of Astrotech Corporation (the “Company”) adopted an amendment to the Company’s Amended and Restated Bylaws to require that the Company’s shareholders submit to the Company advance notice of director nominations or other business intended to be brought before a shareholder meeting.
For our annual shareholder meetings, a director nomination or proposal from a shareholder must be submitted to the Secretary of the Company not more than 120 days or less than 90 days from the one year anniversary of the Company’s previous year’s annual shareholder meeting in order for such nomination or business to be properly submitted for consideration at the meeting. If, however, the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date or if no annual meeting was held in the previous year, then the director nomination or proposal from a shareholder must be submitted to the Secretary of the Company no earlier than 90 days prior to the date of the meeting and no later than the later of 60 days prior to the date of the meeting or 10 days following the day on which the Company first publicly announces the date of such meeting.
For any special meeting of shareholders, a director nomination or proposal from a shareholder must be submitted to the Secretary of the Company by the close of business on the tenth day following the date on which notice of such meeting is first sent or given to shareholders in order for such nomination or business to be properly submitted for consideration at the meeting.
The amendment to the Company’s Amended and Restated Bylaws became effective on August 18, 2015 upon its adoption.
A copy of the First Amendment to the Company’s Amended and Restated Bylaws is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.08 Shareholder Director Nominations.
The board of directors of the Company has established December 4, 2015 as the date of the Company’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”). Because the 2015 Annual Meeting is to be held more than 30 days from the anniversary date of the Company’s 2014 annual meeting of shareholders, the Company has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and director nominations to be considered for inclusion in the Company’s proxy materials for the 2015 Annual Meeting. In order to be considered timely, such proposals must be received by the Company at 402 Congress Avenue, Suite 1650, Austin, Texas, 78701, no later than October 5, 2015, which the Company has determined to be a reasonable time before it expects to print and send its proxy materials. This deadline will also apply in determining whether notice is timely for purposes of exercising discretionary voting authority with respect to proxies for purposes of Rule 14a-4(c) under the Exchange Act. Any such proposals must comply with the requirements of the Company’s bylaws and Rule 14a-8 under the Exchange Act.
A copy of the press release announcing the 2015 Annual Meeting date issued by the Company on August 24, 2015 is furnished herewith as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Exhibit Description |
3.1 | First Amendment to Amended and Restated Bylaws of Astrotech Corporation. |
99.1 | Press Release issued on August 24, 2015 |
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.
Date: August 24, 2015
ASTROTECH CORPORATION
(Registrant)
By: /s/ Thomas B. Pickens III
Thomas B. Pickens III
Chairman of the Board and
Chief Executive Officer
FIRST AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF
ASTROTECH CORPORATION
A Washington Corporation
______________________________
THIS First Amendment to Amended and Restated Bylaws of Astrotech Corporation (the “Corporation”), is adopted this 18th day of August, 2015, pursuant to a unanimous written consent of the directors of the Corporation.
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1. | The first sentence of Article 2, Section 2.10 shall be revised to read in its entirety as follows: |
“2.10 Advance Notification of Proposals at Shareholders’ Meetings
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If a shareholder desires to submit a proposal for consideration at an annual or special shareholders' meeting, or to nominate persons for election as directors at any shareholders' meeting duly called for the election of directors, written notice of such shareholders' intent to make such a proposal or nomination must be given and received by the Secretary of the Corporation at the principal executive offices of the Corporation either by personal delivery or by United States mail (i) with respect to an annual meeting of shareholders, no earlier than 120 days and no later than 90 days prior to the anniversary date of the immediately preceding annual meeting, and (ii) with respect to a special meeting of shareholders, the close of business on the tenth day following the date on which notice of such meeting is first sent or given to shareholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date (or in the event that no annual meeting was held in the previous year), then to be timely such notice must be delivered to and received by the Secretary no earlier than 90 days prior to the date of the meeting and no later than the later of (x) 60 days prior to the date of the meeting or (y) 10 days following the day on which the Corporation first publicly announces the date of such meeting in a press release disseminated by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.” |
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
That I am the duly elected and acting Secretary of Astrotech Corporation, a Washington corporation;
That the foregoing First Amendment to Bylaws of said Corporation was adopted by action of the directors of the Corporation pursuant to a unanimous written consent dated August 18, 2015.
IN WITNESS WHEREOF, I have executed this Certificate and affixed the seal of the Corporation this 18th day of August, 2015.
By: /s/ Eric Stober
Eric Stober
Secretary
Astrotech Corporation
401 Congress, Suite 1650
Austin, Texas
512.485.9530
fax: 512.485.9531
www.astrotechcorp.com
FOR IMMEDIATE RELEASE
Austin, Texas, August 24, 2015 – Astrotech Corporation (“Astrotech” or the “Company”) (Nasdaq:ASTC), a leading provider of commercial space services, today announced that its Board of Directors has set the date for the Company's Annual Meeting of Shareholders (the “Annual Meeting”) as well as the record date for shareholders eligible to vote at the meeting.
The Annual Meeting will be held on Friday, December 4, 2015 at 9:00 am (Central Time) at 401 Congress Ave, Suite 1650 in Austin, Texas. Shareholders of record as of the close of business on October 8, 2015 will be eligible to vote at the meeting. The Company will be moving the meeting up substantially relative to last year to make sure the meeting takes place closer to the end of the prior fiscal year.
The items of business are:
1. election of directors;
2. ratify BDO USA, LLP as independent auditors; and
3. say on pay;
Additional information about the Annual Meeting will be contained in the definitive proxy statement (SEC Form DEF14A) which will be filed with the U.S. Securities and Exchange Commission on or about October 19, 2015 and in the proxy materials that will be mailed to Astrotech's shareholders on or about November 5, 2015.
Given that many Astrotech shareholders are unable to attend the Annual Meeting, the Board of Directors solicits proxies to give each shareholder an opportunity to vote on all matters scheduled to come before the meeting as set forth in the proxy statement. After October 19, 2015, voting can be completed by returning the proxy card via mail, by calling 1-888-457-2959 or by going online at www.proxyvoting.com/ASTC. All proxies voted by internet or telephone must be submitted by 11:59 p.m. (Eastern Time) on December 3, 2015 in order to be counted.
About Astrotech Corporation
Astrotech Corporation is an Austin, Texas based technology company that has evolved from over 30 years in the human spaceflight, Space Shuttle, and Department of Defense satellite programs. The company has become a leader in the commercialization of government sponsored advanced space technologies.
1st Detect Corporation has developed a mass spectrometer that was designed for use on the International Space Station, but also revolutionizes the chemical detection and analysis market by delivering laboratory performance mass spectrometry in a small, affordable, and portable package. 1st Detect's technology is useful in the semiconductor, food & beverage processing, laboratory, process control, explosive detection, and chemical warfare markets.
Astrogenetix Corporation is the result of over $4 Billion spent by NASA over a 25 year period on experiments conducted in sustained microgravity, where results were only achieved while orbiting in space. Astrotech designed and flew 1,113 of these experiments and after an extensive review, discovered that microgravity greatly enhanced the discovery of valuable vaccine and therapeutics. The company has completed 12 successful biomarker discovery missions to the International Space Station and has identified a salmonella vaccine candidate, while 10 additional discoveries are in the pipeline. NASA has awarded Astrogenetix 26 free flights to the $130 Billion ISS National Laboratory, along with full crew support.
Astral Images, Inc. is positioned to be the world leader in the technology required to convert and repair feature films and film based television series to the new digital HDR Ultra-High Definition 4K standards. Astral’s IP includes technology from IBM and Kodak, which represent the state-of-the-art defect correction technologies.
This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, continued government support and funding for key space programs, product performance and market acceptance of products and services, as well as other risk factors and business considerations described in Astrotech’s Securities and Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. Astrotech assumes no obligation to update these forward-looking statements.
FOR MORE INFORMATION:
Joshua Elbaum
Astrotech Corporation
512.485.9530
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