UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 20,
2022
PAR
Technology Corporation
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-09720
|
16-1434688
|
(State or other jurisdiction of
incorporation)
|
|
(IRS Employer Identification
No.)
|
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York
13413-4991
(Address
of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (315)
738-0600
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:
☐
|
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))
|
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
|
PAR
|
New York Stock Exchange
|
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 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On September 20, 2022, the Board of Directors (the “Board”) of PAR
Technology Corporation (the “Company”) amended and restated the
Bylaws of the Company effective as of such date, to implement
certain updates and make certain administrative, modernizing,
clarifying, and conforming changes.
The amended and restated Bylaws reflect amendments to the Delaware
General Corporation Law (“DGCL”) and corresponding changes to more
closely conform Bylaw provisions to the provisions of the
DGCL, including by (i) adding explicit language regarding (a)
holding shareholders meetings solely by means of remote
communication; (b) the fact that notice (and waiver of notice) of
Board and shareholders meetings may be provided by means of
electronic transmission and when attendance does not constitute a
waiver; and (c) the rules and regulations the Board or chairman of
the meeting of shareholders may adopt for the conduct of meetings
of shareholders; and (ii) updating provisions regarding (a) the
Company’s capital stock and proxies; and (b) committees of the
Board.
In addition, the amendments modernize and clarify several Bylaw
provisions to reflect Company and/or market practice and coordinate
with the Company’s certificate of incorporation, including (i)
amending the Bylaw provision governing the location of the
Company’s registered office to clarify that the registered office
of the Company shall be fixed in the Company’s Certificate of
Incorporation; (ii) clarifying that the Board may postpone,
reschedule or cancel any annual meeting of shareholders previously
scheduled by the Board; (iii) clarifying quorum requirements where
a separate vote by a class or series or classes or series is
required; (iv) simplifying provisions relating to the compensation
of directors; (v) revising certain provisions regarding the role of
the Chairman of the Board to, among other things, expressly provide
that to the extent there is no Chairman of the Board appointed, the
Lead Director of the Company shall be deemed to be the Chairman of
the Board; (vi) updating provisions regarding the Board’s authority
to appoint officers of the Company and the responsibilities of such
officers; (vii) removing provisions regarding the execution of
contracts by the Company’s officers, the issuance of checks and
drafts, the authority to obtain loans and advances for the Company,
and the deposit of the Company’s funds; and (viii) making certain
modifications to provisions relating to the Company’s
indemnification of its directors, officers and employees.
The amendments further modify the exclusive forum provisions to
clarify the types of claims for which the Court of Chancery of the
State of Delaware will serve as the exclusive forum, expressly
provide that if the Court of Chancery does not have, or declines to
accept, jurisdiction over such claims, another state court or a
federal court located within the State of Delaware will serve as
the exclusive forum for such proceedings, and designate the federal
district courts of the United States of America as the exclusive
forum for complaints asserting a cause of action arising under the
Securities Act of 1933.
The foregoing description is qualified in its entirety by reference
to the full text of the Bylaws, as amended and restated, a copy of
which is attached hereto as Exhibit 3.1 and incorporated by
reference herein.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit No.
|
|
Exhibit
Description
|
|
|
|
Bylaws of PAR Technology Corporation, as amended and restated
September 20, 2022
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
|
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.
|
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
|
|
|
|
|
|
|
Date:
|
September 26, 2022
|
|
|
|
|
|
|
|
|
Chief Financial and Accounting Officer
(Principal Financial Officer)
|