0001104659-13-051737.txt : 20130627 0001104659-13-051737.hdr.sgml : 20130627 20130627083023 ACCESSION NUMBER: 0001104659-13-051737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130624 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130627 DATE AS OF CHANGE: 20130627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13495 FILM NUMBER: 13936012 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-487-7600 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 8-K 1 a13-15692_18k.htm 8-K

 

 

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):

June 24, 2013

 

MAC-GRAY CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-13495

 

04-3361982

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

404 Wyman Street, Suite 400, Waltham, Massachusetts 02451

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (781) 487-7600

 

 

(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 (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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As previously disclosed, the stockholders of Mac-Gray Corporation (the “Company”) approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to reduce the stockholder vote required to amend the Company’s Amended and Restated By-laws from three-fourths to a majority of the shares present in person or represented by proxy and entitled to vote on such amendment at a meeting of the Company’s stockholders (the “Vote Reduction”).  The Charter amendment was filed with the Secretary of State of the State of Delaware and became effective on June 5, 2013.

 

On June 24, 2013, the Company’s Board of Directors approved a corresponding amendment to the Company’s Amended and Restated By-laws to reflect the Vote Reduction (the “By-law Amendment”), which became effective immediately.

 

The foregoing description of the By-law Amendment is qualified in its entirety by reference to the By-law Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d)                                 Exhibits

 

3.1                               Amendment No. 2 to the Amended and Restated By-laws of Mac-Gray Corporation.

 

2


 

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.

 

 

MAC-GRAY CORPORATION

 

 

 

 

Date:

June 27, 2013

By:

/s/ Michael J. Shea

 

 

Name:

Michael J. Shea

 

 

Title:

Executive Vice President, Chief Financial Officer and Treasurer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Amendment No. 2 to Amended and Restated By-laws of Mac-Gray Corporation.

 

4

 EX-3.1 2 a13-15692_1ex3d1.htm EX-3.1

Exhibit 3.1

 

AMENDMENT NO. 2

TO

AMENDED AND RESTATED BY-LAWS

OF

MAC-GRAY CORPORATION

 

Article VI, Section 7 of the Amended and Restated By-laws of Mac-Gray Corporation is hereby amended and restated to read in its entirety as follows:

 

“SECTION 7.                   Amendment of By-laws.

 

(a)         Amendment by Directors. Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.

 

(b)         Amendment by Stockholders.  These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose, by the affirmative vote of at least a majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class.”