0001013762-15-000630.txt : 20150616 0001013762-15-000630.hdr.sgml : 20150616 20150616161929 ACCESSION NUMBER: 0001013762-15-000630 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150616 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150616 DATE AS OF CHANGE: 20150616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZAGG Inc CENTRAL INDEX KEY: 0001296205 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 202559624 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34528 FILM NUMBER: 15934558 BUSINESS ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 801-263-0699 MAIL ADDRESS: STREET 1: 3855 S 500 W. STREET 2: SUITE J CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: Zagg INC DATE OF NAME CHANGE: 20070301 FORMER COMPANY: FORMER CONFORMED NAME: Amerasia Khan Enterprises Ltd. DATE OF NAME CHANGE: 20040701 8-K 1 f8k061615_zagginc.htm CURRENT REPORT

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 16, 2015

 

ZAGG INC

(Exact name of registrant as specified in its charter)

 

Nevada   001-34528   20-2559624
(State or other jurisdiction of incorporation)   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

3855 South 500 West, Suite J

Salt Lake City, Utah 84115

(Address of principal executive offices)

  

Registrant’s telephone number, including area code: (801) 263-0699

(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 (17CFR 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.

 

On June 16, 2015, the Board of Directors (the “Board”) of ZAGG Inc (the “Company”) adopted and approved an amendment (the “Amendment”) to its Second Amended and Restated Bylaws to delete in its entirety Article XIV, Section 46 of such Bylaws, which provided that Utah be the exclusive forum for certain enumerated shareholder disputes.

 

The full text of the Amendment is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

 

On June 16, 2015, the Board also adopted a resolution authorizing and directing the Company to proceed with taking the necessary steps to change its jurisdiction of incorporation from Nevada to Delaware by conversion, merger, reincorporation or such other process as is permitted by applicable law, such process to be completed within the next twelve (12) months.

 

Item 8.01 Other Events.

 

The information set forth in Item 5.03 related to Board adoption of a resolution authorizing the Company to proceed with steps necessary to effect the change of the Company’s jurisdiction of incorporation from Nevada to Delaware is incorporated by reference into this Item 8.01.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following is filed as an Exhibit to this Current Report on Form 8-K.

 

Exhibit No.   Description
 
3.1     Amendment to Second Amended and Restated Bylaws of ZAGG Inc
     

 

  

2
 

 

   

 

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.

 

  ZAGG Inc
   
Date: June 16, 2015 By:  /s/ /s/ Randall L. Hales
    Name: Randall L. Hales
Its: Chief Executive Officer

 

 

 

 

3

 

 EX-3.1 2 f8k061615ex3i_zagginc.htm AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS OF ZAGG INC.

Exhibit 3.1

 

AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS

OF

ZAGG INC

a Nevada corporation

The undersigned, being the duly elected and acting President of ZAGG Inc, a Nevada corporation (the “Corporation”), does hereby certify that:

1. The Board of Directors of the Corporation, by unanimous written consent, approved and adopted the following amendment to the Second Amended and Restated Bylaws of the Corporation effective as of June 16, 2015:

Article XIV, Section 46 of the Second Amended and Restated Bylaws of ZAGG Inc is hereby deleted in its entirety.

2. All other provisions of the Second Amended and Restated Bylaws of the Corporation remain unchanged and are in full force and effect.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 16th day of June, 2016.

   
    /s/ Randall L. Hales
    Randall L. Hales
President