UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 17, 2020
Chicago Rivet & Machine Co.
(Exact Name of Registrant as Specified in Charter)
Illinois
(State or Other Jurisdiction of Incorporation)
| 000-01227 | 36-0904920 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 901 Frontenac Road, Naperville, Illinois | 60563 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (630) 357-8500
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $1.00 per share | CVR | NYSE American (Trading privileges only, not registered) |
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):
| ☐ | 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)) |
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 the chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
Emerging Growth Company ☐
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain; Compensatory Arrangements of Certain Officers. |
(b) On February 17, 2008, John A. Morrissey, Chairman of the Board and Chief Executive Officer of Chicago Rivet & Machine Co. (the “Company”) notified the Company of his intention to retire effective May 12, 2020, the date of the Company’s 2020 annual meeting of shareholders.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective as of February 17, 2020, the Board of Directors of Chicago Rivet & Machine Co. (the “Company”) approved an amendment to Article III, Section 2 of the Company’s Amended and Restated By-Laws to increase the number of directors to eight.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 |
Article III, Section 2 of the Amended and Restated By-Laws of Chicago Rivet & Machine Co., as amended. |
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.
| CHICAGO RIVET & MACHINE CO. | ||||||
| By: | /s/ Michael J. Bourg | |||||
| Date: February 20, 2020 | Michael J. Bourg | |||||
| President and Treasurer | ||||||
Exhibit 3.1
ARTICLE III
BOARD OF DIRECTORS
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be eight (8). Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the Corporation. The number of directors may be increased or decreased from time to time by the amendment of this section; but no decreases shall have the effect of shortening the term of any incumbent director.