Current Report Filing (8-k)
March 24 2017 - 4:43PM
Edgar (US Regulatory)
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): March 20,
2017
Commission file number:
00029913
CONCIERGE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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901133909
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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29115
Valley Center Rd.
K206
Valley Center, CA 92082 8668002978
______________________________
(Address
and telephone number of
registrant's
principal executive offices
and
principal place of business)
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))
Item 5.02
Departure of Directors or
Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
March 20, 2017, Concierge Technologies, Inc. (the
“Company”) announced the appointment of five new
members to its Board of Directors (the
“Board”).
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Directors:
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Age:
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Principal
Occupation:
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Tabatha
Coffey
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49
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Self-Employed
Consultant and Entrepreneur
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Erin
Grogan
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42
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Vice
President of Finance and Operations at YouCaring
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Joya
Harris
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43
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Director
of Research Integration for the American Cancer
Society
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Derek
Mullins
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43
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Director
of Operations at Arrowpoint Asset Management
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Kathryn
D. Rooney
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44
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Chief
Marketing Officer of United States Commodities Funds
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Biographies
for each of the new directors are included in the Company’s
Definitive Information Statement on
Schedule 14C filed with the U.S. Securities and Exchange Commission
(the “SEC”) on February 28, 2017
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The Company is not aware of any related person transaction,
directly or indirectly, with or involving any director within the
scope of Item 404(a) of Regulation S-K or otherwise.
There
is no arrangement or understanding under which any of Tabatha
Coffey, Erin Grogan, Joya Harris, Derek Mullins or Kathryn Rooney
was appointed.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Effective
March 20, the Board, with the consent of a majority of its
stockholders, adopted the amended and restated articles of
incorporation of the Company (the “Amended Charter”).
The Amended Charter maintains
substantially all of the material terms of the Company’s
former articles of incorporation and includes an amendment to the
voting rights among members of the Board. Pursuant to the Amended
Charter, on matters brought before the Board, the overall number of
votes the directors, as a whole, may cast on a matter will vary
with the share ownership of the directors, and each director shall
have a number of votes in proportion to that director’s
beneficial ownership percentage of the Company’s outstanding
voting stock (including shares held by any “group” as
defined by Section 13(d) of the Exchange Act, of which such
director is a member) on an as-converted, fully diluted basis, but
in no event less than one vote per director. The foregoing
description is qualified in its entirety by the Amended Charter,
which is incorporated herein by reference to Exhibit A of the
Definitive Information Statement on Schedule 14C filed with the SEC
on February 28, 2017.
In the event that any class or series of Company’s stock
becomes listed for trading on the New York Stock Exchange, Nasdaq
Stock Market or any other national securities exchange, the unequal
Board voting provision will be suspended for any period during
which the Company is required to have a board comprised of a
majority of directors that are “independent” as defined
under the rules of such national securities exchange.
Additionally,
effective March 20, in connection with the election of five new
directors, the Board, with the consent of a majority of its
stockholders, adopted the amended and restated bylaws of the
Company (the “Amended and Restated Bylaws”). The
Amended and Restated Bylaws include the following
amendments:
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Article
II, Section 2.2 increases the threshold for a stockholder to call a
stockholders’ meeting from 10% to 15%.
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Article
II, Section 2.4 provides that in order for stockholders business to
be considered properly brought before a meeting called by a
stockholder, notice of such proposal must be provided to the
Company not less than 120 days before the date of the
Company’s proxy statement released to stockholders in
connection with the previous year’s annual meeting or as
otherwise provided in the Company’s proxy materials for the
most recent meeting of stockholders. Notice provided by such
Stockholder must include a description of the proposal, the name
and address of the proposing stockholders, the class and number of
shares held by such stockholders, and a description of any
interests the stockholder may have related to such
proposal.
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Article
II, Section 2.5 provides that in addition to other applicable
requirements, in order to be considered timely, notice of
stockholder nominations for director must be submitted to the
Company not less than 45 days more nor less than 75 days prior to
the date on which the Company first mailed its proxy materials for
the previous year’s annual meeting of stockholders. New
Section 2.5 requires that such notice include information necessary
for the Board to determine the nominee’s qualifications to
serve on the Board and independent status from the
Company.
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Article
III, Sections 3.1(a), (b) and (c) have been amended as
follows:
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New
Section 3.1 replaces Article III, Section 2 of the prior bylaws and
allows the Board to set the number of directors by resolution at a
number no less than 1 and no more than 12.
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New
Section 3.1 provides that directors shall be elected by a majority
of stockholders until such time that (a) the Company’s stock
becomes listed on a major national securities exchange, such as the
New York Stock Exchange or Nasdaq Stock Market and (b) the Company
is subject to a requirement that a majority of its board of
directors be comprised of “independent directors”.
During any period in which both (a) and (b) above are true, the
Company’s directors shall be elected by a plurality
stockholder vote. New Section 3.1(c) provides that only the Board
may fill vacancies by reason of death, resignation,
disqualification or removal from office.
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New
Section 3.5 replaces Article VIII, Section 1, allowing the Board
discretion to declare dividends as often and in such amounts as
permitted by law.
The Bylaws also include certain technical, conforming, modernizing
and clarifying changes. The foregoing description is qualified in
its entirety by the Bylaws which are incorporated herein by
reference to Exhibit B of the Definitive Information Statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934
filed with the SEC on February 28, 2017.
Item 9.01 Financial Statements
and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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3.1
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Form of
Amended and Restated Articles of Incorporation of Concierge
Technologies, Inc. (
incorporated
herein by reference to Exhibit A of the Definitive Information
Statement on Schedule 14C filed with the SEC on February 28,
2017
)
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3
.2
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Form of
Amended and Restated Bylaws of Concierge Technologies, Inc.
(
incorporated herein by reference to
Exhibit B of the Definitive Information Statement on Schedule 14C,
filed with the SEC on February 28, 2017
)
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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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Concierge Technologies, Inc.
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Date: March
24, 2017
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By:
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/s/
David
W. Neibert
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David
W. Neibert, Chief Financial Officer
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