Current Report Filing (8-k)
October 13 2020 - 11:56AM
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): October 7, 2020
Reliability
Incorporated
(Exact
name of registrant as specified in its charter)
Texas
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000-07092
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75-0868913
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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2505
Gateway Center Drive
P.O.
Box 71
Clarksburg,
MD 20871
(Address
of principal executive offices) (Zip Code)
(202)
965-1100
(Registrant’s
telephone number, including area code)
N/A
(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.)
[ ]
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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 240.13(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, no par value
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RLBY
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N/A
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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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The
Board Directors of Reliability Incorporated (the “Company”) determined to reduce the number of employee directors
on the Board and Mark Speck, the Chief Financial Officer of the Company, volunteered to resign as a director effective October
7, 2020.
On
October 7, 2020, the Board of Directors of the Company appointed John Chanaud to fill the vacancy created by the resignation of
Mark Speck. The initial term as director for Mr. Chanaud will expire upon the election of his replacement at a duly called meeting
of shareholders. Mr. Chanaud is independent under the Company’s criteria for determining director independence. It is expected
that Mr. Chanaud will be appointed as a member of each of the Company’s Compensation Committee and Audit Committee.
John
Chanaud is Vice President and Chief Financial Officer of The Bernstein Companies where his primary responsibility is financial
oversight and planning for the Company along with budgeting, reporting and financial controls of Bernstein’s hotel and commercial
office group. This includes financial and tax planning, treasury management, and financial statement preparation
as well as working closely with outside auditors and accounting firms. Additionally, John oversees the asset management and servicing
of the Company’s structured finance group. He is a 1986 graduate of Towson University with a BS degree in Accounting. Prior
to joining Bernstein in 1997, Mr. Chanaud was a Senior Manager for a regional public accounting and consulting firm. Mr.
Chanaud is a member of the American Institute of Certified Public Accountants and the Maryland Association of CPAs.
There
are no arrangements or understandings between Mr. Chanaud and any other person pursuant to which he was appointed to serve as
a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
Mr.
Chanaud will receive the same compensation for service on the Board as that of the other non-employee directors of the Company.
Upon his appointment to the Board, the Company intends to enter into its standard form of indemnification agreement for directors
with Mr. Chanaud, which indemnification agreement, among other matters, requires the Company to (1) indemnify him against certain
liabilities that may arise by reason of his status or service as a director and (2) to advance expenses incurred as a result of
a proceeding as to which he may be indemnified. The indemnification agreement is intended to provide indemnification rights to
the fullest extent permitted under applicable law, including the applicable indemnification rights statutes in the State of Texas,
and is in addition to any rights a director may have under the Company’s organizational documents. The Company’s form
of indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 20, 2019 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The
Board of Directors of the corporation, at a meeting duly held, determined that it was in the best interest of the corporation
and its shareholders to provide for qualifications for directors of the corporation. Acting by unanimous written consent, the
Board resolved to amend Section 4.1 of the corporation’s Bylaws effective upon the filing of the amendment with this Current
Report on Form 8-K. Section 4.1 is amended as provided in Exhibit 3.1 hereto to designate that the Board shall consist of not
less than three nor more than seven directors, with such number to be set by the Board from time to time, and to include notice
and qualification requirements for any individual nominated to serve as a director of the corporation. A copy of the amendment
is attached to this Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
The following exhibit is furnished with this report:
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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RELIABILITY
INCORPORATED
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Date:
October 13, 2020
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/s/
Nick Tsahalis
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By:
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Nick
Tsahalis
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Its:
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President
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EXHIBIT
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