Current Report Filing (8-k)
December 07 2017 - 04:52PM
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):
December 4, 2017
ATRM
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota
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001-36318
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41-1439182
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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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5215
Gershwin Ave. N., Oakdale, Minnesota
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55128
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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:
(651) 704-1800
N/A
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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 follow provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
3.03. Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 4, 2017, ATRM Holdings, Inc. (the “Company”) filed Articles of Amendment (the “Articles of Amendment”)
to its Amended and Restated Articles of Incorporation (the “Existing Charter”) with the Office of the Secretary of
State of the State of Minnesota amending the Existing Charter, effective immediately upon filing:
(i)
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to
increase the number of authorized shares of the Company’s capital stock from 3,200,000 to 10,000,000, and make corresponding
changes to the number of authorized shares of the Company’s common stock and preferred stock (the “Authorized
Shares Amendment”);
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(ii)
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to
effect a 4-for-1 forward stock split of the Company’s 10.00% Series B Cumulative Preferred Stock (the “Forward
Split Amendment”); and
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(iii)
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to
effect an extension to December 5, 2020 of the provisions of the Existing Charter designed to protect the tax benefits of
the Company’s net operating loss carryforwards by generally restricting any direct or indirect transfers of the Company’s
common stock that increase the direct or indirect ownership of the Company’s common stock by any Person (as defined
in the Existing Charter) from less than 4.99% to 4.99% or more of the Company’s common stock, or increase the percentage
of the Company’s common stock owned directly or indirectly by a Person owning or deemed to own 4.99% or more of the
Company’s common stock (the “Extended Protective Amendment”).
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Each
of the Authorized Shares Amendment, the Forward Split Amendment and the Extended Protective Amendment was approved by the Company’s
Board of Directors and by the Company’s shareholders. The foregoing description of the Articles of Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, which is filed as
Exhibit 3.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
following matters were submitted to a vote of the Company’s shareholders at the Company’s 2017 Annual Meeting of Shareholders
held on December 4, 2017 (the “Annual Meeting”): (i) the election of six directors to serve until the Company’s
2018 Annual Meeting of Shareholders and until their successors are duly elected and qualify; (ii) the ratification of the appointment
of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;
(iii) the approval of the Authorized Shares Amendment; (iv) the approval of the Forward Split Amendment; (v) the approval of the
Extended Protective Amendment; and (vi) a non-binding advisory resolution to approve the compensation of the Company’s named
executive officers. The number of shares of the Company’s common stock outstanding and eligible to vote as of November 7,
2017, the record date for the Annual Meeting, was 2,396,219.
Each
of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote
of the Company’s shareholders. Set forth below is the number of votes cast for, against or withheld, as well as the number
of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for
director, as applicable:
Proposal
1
Election
of Directors
Director
Nominees
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For
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Withheld
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Broker
Non-Votes
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Jeffrey E. Eberwein
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1,549,872
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37,665
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127,285
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James Elbaor
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1,551,157
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36,380
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127,285
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Mark Hood
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1,551,217
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36,320
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127,285
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Daniel M. Koch
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1,549,617
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37,920
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127,285
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Rodney Schwatken
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1,551,167
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36,370
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127,285
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Galen Vetter
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1,547,899
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39,638
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127,285
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Proposal
2
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For
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Against
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Abstain
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Broker
Non-Votes
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Ratification of the appointment
of Boulay PLLP
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1,711,027
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2,485
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1,310
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—
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Proposal
3
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For
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Against
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Abstain
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Broker
Non-Votes
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Authorized Shares Amendment
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1,537,553
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49,394
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590
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127,285
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Proposal
4
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For
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Against
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Abstain
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Broker
Non-Votes
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Forward Split Amendment
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1,536,080
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47,997
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3,460
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127,285
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Proposal
5
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For
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Against
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Abstain
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Broker
Non-Votes
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Extended Protective Amendment
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1,585,230
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1,897
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410
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127,285
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Proposal
6
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For
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Against
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Abstain
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Broker
Non-Votes
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Advisory vote on compensation
of named executive officers
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1,524,908
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40,852
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21,777
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127,285
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
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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ATRM
HOLDINGS, INC.
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Dated:
December 7, 2017
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By:
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/s/
Stephen A. Clark
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Name:
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Stephen
A. Clark
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Title:
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Chief
Financial Officer
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