0001299933-15-001806.txt : 20151217 0001299933-15-001806.hdr.sgml : 20151217 20151217124311 ACCESSION NUMBER: 0001299933-15-001806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151215 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151217 DATE AS OF CHANGE: 20151217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECOMMUNICATION SYSTEMS INC /FA/ CENTRAL INDEX KEY: 0001111665 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521526369 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30821 FILM NUMBER: 151292866 BUSINESS ADDRESS: STREET 1: 275 WEST ST CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 4102637616 MAIL ADDRESS: STREET 1: 275 WEST ST CITY: ANNAPOLIS STATE: MD ZIP: 21401 8-K 1 htm_52865.htm LIVE FILING TeleCommunication Systems, Inc. (Form: 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):   December 15, 2015

TeleCommunication Systems, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Maryland 000-30821 52-1526369
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
275 West Street, Annapolis, Maryland   21401
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   410/263-7616

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:

[  ]  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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board amended the Company’s Second Amended and Restated By-Laws on December 15, 2015, to provide a general waiver of the Maryland Control Share Acquisition Act (the "Amendment"). The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment to the Second Amended and Restated By-Laws of TeleCommunication Systems, Inc.





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.

         
    TeleCommunication Systems, Inc.
          
December 17, 2015   By:   /s/Bruce A. White
       
        Name: Bruce A. White
        Title: Secretary

Exhibit Index


     
Exhibit No.   Description
 
3.1
  Amendment to the Second Amended and Restated By-Laws of TeleCommunication Systems, Inc.
EX-3.1 2 exhibit1.htm EX-3.1 EX-3.1

Exhibit 3.1

AMENDMENT TO SECOND AMENDED AND RESTATED BY-LAWS

OF

TELECOMMUNICATION SYSTEMS, INC.  

The following amendment is hereby made to the Second Amended and Restated By-Laws (the “By-Laws”) of TeleCommunication Systems, Inc., (the “Corporation”), as of December 15, 2015:  

Section 6.07 of the By-Laws of the Corporation is hereby deleted in its entirety and replaced with the following Section:  

CONTROL SHARE ACQUISITION ACT.  Notwithstanding any other provision of the Charter or these By-Laws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation.  This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.