Current Report Filing (8-k)
March 27 2017 - 5:00PM
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 24, 2017
CPS TECHNOLOGIES
CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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0-16088
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04-2832509
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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111 South Worcester Street, Norton, Massachusetts
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02766
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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508-222-0614
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(Former name or former address, if changed since last report.)
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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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4( c)) under the
Exchange Act (17 CFR 240.13e-4( c)).
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On March 24, 2017, the Board of Directors of CPS
Technologies Corp. (the “Company”) approved an amendment to the Company’s By-Laws (the
“Amendment”) to (i) establish a majority vote standard in uncontested director elections and a director
resignation policy to address the status of an unelected director and (ii) provide for a plurality vote standard for
contested director elections when the number of director nominees exceeds the number of board seats.
The foregoing summary of the Amendment does
not purport to be complete and is subject to, and qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT NUMBER
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EXHIBIT DESCRIPTION
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3.1
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Amendment to the By-Laws of CPS Technologies Corp.
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SIGNATURE
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 thereunto duly authorized.
CPS Technologies Corp.
(Registrant)
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Date: March 27, 2017
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/s/ Ralph M. Norwood
Ralph M. Norwood
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER
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DESCRIPTION
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3.1
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Amendment to the By-Laws of CPS Technologies Corp.
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