Attached files
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 5,
2017
AutoWeb, 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, |
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| Irvine, California |
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92612-1400
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(Zip Code) |
Registrant’s telephone number, including area code (949)
225-4500
Autobytel Inc.
(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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
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).
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Emerging growth company
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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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As
previously reported, the Board of Directors (“Board”) of AutoWeb, Inc., a Delaware
corporation (formerly Autobytel Inc.) (“Company”), approved a change of
the Company’s name to “AutoWeb, Inc.” On October
5, 2017, the Company filed an amendment to the Company’s
Certificate of Incorporation with the Secretary of State of the
State of Delaware (“Secretary
of State”) to change the Company’s name
effective as of 12:01 a.m. Eastern Time on October 9,
2017.
In
connection with the name change, the Board approved, and the
Company filed with the Secretary of State, the following documents
to update the Company’s Certificate of Incorporation to
eliminate outdated provisions and to incorporate all prior
amendments into a new restatement of the Certificate of
Incorporation: (i) an Amended Certificate of Designation of Series
A Junior Participating Preferred Stock to reflect the name change;
(ii) a Certificate of Elimination of the Series B Junior
Participating Convertible Preferred Stock to reflect the
elimination of the designation of the Company’s Series B
Junior Participating Convertible Preferred Stock, par value $0.001
per share (“Series B
Preferred Stock”), as a result of the previously
reported conversion of the Series B Preferred Stock into the
Company’s Common Stock, $0.001 par value per share; and (iii)
a Sixth Restated Certificate of Incorporation.
In
addition, the Board approved the Seventh Amended and Restated
Bylaws of AutoWeb, Inc. to reflect the Company’s name
change.
The
foregoing descriptions of the Certificate of Elimination of the
Series B Junior Participating Convertible Preferred Stock of
Autobytel Inc., Sixth Certificate of Amendment to Fifth Amended and
Restated Certificate of Incorporation of Autobytel Inc., Amended
Certificate of Designation of Series A Junior Participating
Preferred Stock of AutoWeb, Inc., Sixth Restated Certificate of
Incorporation of AutoWeb, Inc., and Seventh Amended and Restated
Bylaws of AutoWeb, Inc. are not complete and are qualified in their
entirety by reference to the Certificate of Elimination of the
Series B Junior Participating Convertible Preferred Stock of
Autobytel Inc., Sixth Certificate of Amendment to Fifth Amended and
Restated Certificate of Incorporation of Autobytel Inc., Amended
Certificate of Designation of Series A Junior Participating
Preferred Stock of AutoWeb, Inc., Sixth Restated Certificate of
Incorporation of AutoWeb, Inc., and Seventh Amended and Restated
Bylaws of AutoWeb, Inc. filed as Exhibits 3.1, 3.2, 3.3, 3.4, and
3.5, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 8.01
Other Events.
As
previously reported, the Company announced that it was changing its
name to AutoWeb, Inc. and its ticker symbol on The Nasdaq Capital
Market to “AUTO,” and that the Company anticipated that
these changes would be effective on October 9, 2017. On October 9,
2017, these changes went effective and the Company’s name was
changed to “AutoWeb, Inc.” and the Company’s
common stock, $0.001 par value per share, commenced trading on The
Nasdaq Capital Market under the ticker symbol
“AUTO.”
A copy
of the Company’s press release announcing that the name and
ticker symbol changes went effective on October 9, 2017 is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Our corporate website is located at
www.autoweb.com.
At or through the Investor Relations section of our website we make
available free of charge our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and all
amendments to these reports as soon as practicable after this
material is electronically filed with or furnished to the SEC and
The Nasdaq Stock Market. Our Code of Conduct and Ethics is
available at the Corporate Governance link of the Investor
Relations section of our website, and a copy of the code may also
be obtained, free of charge, by writing to the Corporate Secretary,
AutoWeb, Inc., 18872 MacArthur Boulevard, Suite 200, Irvine,
California 92612-1400.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Certificate
of Elimination of Series B Junior Participating Convertible
Preferred Stock of Autobytel Inc.
Sixth
Certificate of Amendment to Fifth Amended and Restated Certificate
of Incorporation of Autobytel Inc.
Amended
Certificate of Designation of Series A Junior Participating
Preferred Stock of AutoWeb, Inc.
Sixth
Restated Certificate of Incorporation of AutoWeb, Inc.
Seventh Amended and
Restated Bylaws of AutoWeb, Inc.
Press Release dated October 9,
2017
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: October 10, 2017
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AUTOWEB,
INC.
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By:
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/s/ Glenn
E.
Fuller
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Glenn E. Fuller
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Executive Vice President, Chief Legal
and Administrative Officer and Secretary
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