XRS Corp - FORM 8-K - March 14, 2013

Attached files

file filename
EX-3.1 - FIFTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF XRS CORPORATION - XRS Corpexhibit31amendedandrestate.htm
EX-3.2 - AMENDED AND RESTATED BYLAWS OF XRS CORPORATION - XRS Corpexhibit32amendedandrestate.htm


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 8, 2013
XRS Corporation
(Exact name of registrant as specified in its charter)

Minnesota
0-27166
41-1641815
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(IRS Employer
Identification No.)


965 Prairie Center Drive
Eden Prairie, Minnesota
 
55344
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (952) 707-5600
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):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.03 Amendment to Articles of Incorporation or Bylaws

At the Annual Meeting of Shareholders on March 8, 2013, the shareholders of XRS Corporation (the “Company”) approved the amendment to the Articles of Incorporation of the Company to increase the number of shares of Series B Preferred Stock authorized for issuance to satisfy existing dividend obligations under the Company's Certificate of Designation of Preferences of Series B Preferred Stock. The text of the Fifth Amended and Restated Articles of Incorporation of the Company, which includes that amendment and became effective upon filing with the State of Minnesota on March 11, 2013, is included as Exhibit 3.1 to this Report on Form 8-K.

At the Annual Meeting of Shareholders on March 8, 2013, the shareholders of the Company approved an amendment to the Bylaws of the Company to authorize the Board of Directors to determine the number of directors. The Amended and Restated Bylaws of the Company, which includes that amendment and became effective upon shareholder approval that day, is included as Exhibit 3.2 to this Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held on March 8, 2013. As of the record date, January 28, 2013, there were issued and outstanding 10,823,499 shares of Common Stock of the Company and 2,250,000 shares of Series B Preferred Stock, 1,269,036 shares of Series C Preferred Stock, 1,566,580 shares of Series D Preferred Stock, 1,340,091 shares of Series F Preferred Stock and 10,066,663 shares of Series G Preferred Stock of the Company, each entitled to one vote per share. There were 27,315,869 shares of Common Stock and Preferred Stock entitled to vote at the meeting and a total of 26,065,345 shares (95%) were present in person or by proxy at the meeting.
Each of the following proposals received the required approval(s) by our shareholders based on the votes listed below each numbered item.
1.
Approval that the number of directors shall be seven:
 
For:
25,965,299

 
Against:
44,367

 
Abstain:
19,579

 
Broker Non-Vote:
36,100


2.    Seven directors were elected to serve for a one-year term expiring when their successors are elected and qualified at the annual meeting in 2014:
 
 
 
 
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Vote
John J. Coughlan
 
21,926,199

 
156,986

 
3,982,160

Thomas G. Hudson
 
21,882,241

 
200,944

 
3,982,160

Michael J. Paxton
 
21,926,199

 
156,986

 
3,982,160

Mark E. Claeys
 
21,926,199

 
156,986

 
3,982,160

Karen T. Van Lith
 
21,926,099

 
157,086

 
3,982,160

Donald R. Dixon (1)
 
2,250,000

 
—

 
—

Christopher P. Marshall (2)
 
10,066,663

 
—

 
—

 
 
 
 
 
 
 
 
(1) Donald R. Dixon was voted on and elected solely by the holders of the Series B Preferred Stock.
(2) Christopher P. Marshall was voted on and elected solely by the holders of the Series G Preferred Stock.





3.
Approval of an Amendment to the Articles of Incorporation to increase the number of shares of Series B Preferred Stock authorized for issuance to satisfy existing dividend obligations under the Company's Certificate of Designation of Preferences of Series B Preferred Stock:
 
 
 
 
 
 
 
 
 
 
 
 
Holders of Common Stock and Preferred Stock present and voting as a single class:
 
For:
21,110,471

 
Against:
917,327

 
Abstain:
55,387

 
Broker Non-Vote:
3,982,160

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Common Stock present and voting as a single class:
 
For:
4,779,903

 
Against:
917,327

 
Abstain:
55,387

 
Broker Non-Vote:
3,982,160

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series B Preferred Stock present and voting as a single class:
 
For:
2,250,000

 
Against:
—

 
Abstain:
—

 
Broker Non-Vote:
—

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series C Preferred Stock present and voting as a single class:
 
For:
1,269,036

 
Against:
—

 
Abstain:
—

 
Broker Non-Vote:
—

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series D Preferred Stock present and voting as a single class:
 
For:
1,566,580

 
Against:
—

 
Abstain:
—

 
Broker Non-Vote:
—

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series F Preferred Stock present and voting as a single class:
 
For:
1,178,289

 
Against:
—

 
Abstain:
—

 
Broker Non-Vote:
—

 
 
 
 
 
 
 
 
 
 
 
 
Holders of Series G Preferred Stock present and voting as a single class:
 
For:
10,066,663

 
Against:
—

 
Abstain:
—

 
Broker Non-Vote:
—

 
 
 
 
 
 
 
 
 
 
 
 
4.
Approval of an Amendment to the Bylaws to authorize the Board of Directors to determine the number of directors:
 
For:
21,765,695

 
Against:
296,490

 
Abstain:
21,000

 
Broker Non-Vote:
3,982,160

 
 
 
 
 
 
 
 
 
 
 
 
5.
Advisory (non-binding) approval of the Company's executive officer compensation as disclosed in the proxy statement for annual meeting held on March 8, 2013:
 
For:
21,632,724

 
Against:
421,892

 
Abstain:
28,569

 
Broker Non-Vote:
3,982,160

 
 
 
 
 
 
 
 
 
 
 
 
6.
Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013:
 
For:
26,038,432

 
Against:
11,343

 
Abstain:
15,570

 
Broker Non-Vote:
—






Item 9.01. Financial Statements and Exhibits

(d) Exhibits
 
 
 
 
 
 
 
 
 
3.1
Fifth Amended and Restated Articles of Incorporation of XRS Corporation
3.2
Amended and Restated Bylaws of XRS Corporation




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 hereunto duly authorized.
Dated:    March 14, 2013
 
XRS CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Michael W. Weber
 
 
 
 
Michael W. Weber
 
 
 
 
Chief Financial Officer
 



Stock widget

Investing forum

XRS Corp Reports