Attached files
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| EX-3.1 - Regional Brands Inc. | ex31to8k06470005_05182016.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): May 16, 2016
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REGIONAL BRANDS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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33-131110-NY
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22-1895668
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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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c/o Ancora Advisors LLC
6060 Parkland Boulevard
Cleveland, Ohio
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44124
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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: (216) 825-4000
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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 following provisions (see General Instruction A.2. below):
o 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2016, Steven N. Bronson resigned as a director of Regional Brands, Inc. (the “Company”). Mr. Bronson’s resignation was not a result of any disagreement with the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 17, 2016, the Board of Directors of the Company (the “Board”) approved and adopted an amendment to the Amended and Restated By-Laws of the Company to reflect the new corporate name of the Company and the reduction in the size of the Board (the “By-Law Amendment”). The foregoing description of the By-Law Amendment is not complete and is qualified in its entirety by reference to the full text of the By-Law Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Amendment to the Amended and Restated By-Laws of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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May 18, 2016
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REGIONAL BRANDS INC.
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By:
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/s/ Brian Hopkins
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Name:
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Brian Hopkins
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Title:
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Chairman, Chief Executive Officer and President
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Exhibit Index
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Exhibit No.
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Description
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3.1
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Amendment to the Amended and Restated By-Laws of the Company.
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