Attached files
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| EX-4.1 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - AutoWeb, Inc. | ex4-1.htm |
| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - AutoWeb, Inc. | ex3-1.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) April 13,
2017
Autobytel Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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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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18872 MacArthur Boulevard, Suite 200,
Irvine,
California
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92612-1400
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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 (949)
225-4500
Not
Applicable
(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:
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☐
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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 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company. See definition of an “emerging growth company”
in Rule 12b-2 of the Exchange Act:
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Emerging growth company
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☐
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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The
information included in Item 3.03 below regarding Amendment No. 2
to the Plan (as defined below) is incorporated by reference into
this Item 1.01.
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Item 3.03
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Material Modification to Rights of Security Holders.
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On
April 13, 2017,
the Board of Directors of Autobytel Inc., a Delaware corporation
(“Autobytel” or
“Company”),
approved an Amendment No. 2 (“Amendment No. 2”) to the Tax
Benefit Preservation Plan dated May 26, 2010, as amended on April
14, 2014 (as amended, the “Plan”) between the Company and
Computershare Trust Company, N.A., as rights agent. The Plan, which
is designed to protect stockholder value by preserving the
Company’s important tax assets, was scheduled to expire at
the close of business on May 26, 2017. Amendment No. 2 extends the
expiration date of the Plan to May 26, 2020 (subject to other
earlier termination events as set forth in the Plan). Amendment No.
2 to the Plan also decreases the Purchase Price (as defined in the
Plan) from $75.00 to $73.00. The original Plan was approved by the
Company’s stockholders at its 2011 Annual Meeting of
Stockholders and Amendment No. 1 thereto was approved by the
Company's stockholders at the Company's 2014 Annual Meeting of
Stockholders. The Company intends to submit the Plan, as amended,
for approval by the Company’s stockholders at the
Company’s 2017 Annual Meeting of Stockholders. If stockholder
approval of the Plan, as amended, is not obtained at the
Company’s 2017 Annual Meeting, the Plan will terminate at the
end of the calendar month in which occurs the final adjournment of
the Company’s 2017 Annual Meeting.
The
foregoing description of Amendment No. 2 does not purport to be
complete and is qualified in its entirety by reference to the full
text of Amendment No. 2, a copy of which is filed herewith as
Exhibit 4.1 and incorporated herein by reference.
The
original Plan is described in, and included as, an exhibit to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 2, 2010 (SEC File No.
000-22239), as amended by Amendment No. 1, which is described in,
and included as, an exhibit to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on
April 16, 2014 (SEC File No. 001-34761).
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On
April 13, 2017, Robert J. Mylod, Jr. notified the Company’s
Board of Directors that he was resigning his position as a member
of the Board of Directors of the Company. Mr. Mylod’s
resignation was effective April 13, 2017.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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The
Board of Directors of the Company has approved an amendment to
Section 3.02 of the Company’s Fifth Amended and Restated
Bylaws and a restatement of such bylaws to incorporate that
amendment (the bylaws, as so amended and restated are referred to
in this Current Report on Form 8-K as the “Sixth Amended and Restated
Bylaws”). The Sixth Amended and Restated Bylaws became
effective April 13, 2017. Section 3.02 of the Company’s
bylaws was amended to reduce the number of authorized directors on
the Board of Directors from nine directors to eight
directors.
The
foregoing description of the amendment to the bylaws is qualified
in its entirety by reference to the Sixth Amended and Restated
Bylaws, a copy of which is filed herewith as Exhibit 3.1 and
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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3.1
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Sixth
Amended and Restated Bylaws of Autobytel Inc.
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4.1
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Amendment
No. 2 to Tax Benefit Preservation Plan, dated as of April 13, 2017,
between Autobytel Inc. and Computershare Trust Company, N.A., as
rights agent.
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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.
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Date:
April 14, 2017
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AUTOBYTEL
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal and Administrative Officer and Secretary
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INDEX OF EXHIBITS
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Exhibit No.
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Description of Document
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3.1
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Sixth
Amended and Restated Bylaws of Autobytel Inc.
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4.1
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Amendment
No. 2 to Tax Benefit Preservation Plan, dated as of April 13, 2017,
between Autobytel Inc. and Computershare Trust Company, N.A., as
rights agent.
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