Attached files
| file | filename |
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| EX-3.1 - EXHIBIT - CORE MOLDING TECHNOLOGIES INC | exhibit31.htm |
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): December 12, 2013
____________________
Core Molding Technologies, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-12505 | 31-1481870 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
800 Manor Park Drive, Columbus, OH | 43228-0183 |
(Address of principal executive offices) | (Zip Code) |
(614) 870-5000
(Registrant’s telephone number, including area code)
____________________
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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective December 12, 2013, the Board of Directors of Core Molding Technologies, Inc. (the “Corporation”) approved the addition of a new Article XI of the Corporation’s Amended and Restated By-Laws which provides that, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or By-Laws, as amended or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).
Article XI as added to the Corporation’s Amended and Restated By-Laws is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit 3.1 Amendment No. 1 to the Amended and Restated By-Laws of Core Molding Technologies, Inc.
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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.
CORE MOLDING TECHNOLOGIES, INC. | ||||
December 17, 2013 | By: | /s/ John P. Zimmer | ||
Name: John P. Zimmer | ||||
Title: Vice President, Treasurer, Secretary and Chief Financial Officer | ||||