0000930413-12-003932.txt : 20120713 0000930413-12-003932.hdr.sgml : 20120713 20120713131337 ACCESSION NUMBER: 0000930413-12-003932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120712 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120713 DATE AS OF CHANGE: 20120713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000795212 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 141541629 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14818 FILM NUMBER: 12961299 BUSINESS ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184521242 MAIL ADDRESS: STREET 1: 38 CORPORATE CIRCLE CITY: ALBANY STATE: NY ZIP: 12203 FORMER COMPANY: FORMER CONFORMED NAME: TRANS WORLD MUSIC CORP DATE OF NAME CHANGE: 19920703 8-K 1 c70378_8-k.htm

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): July 12, 2012

TRANS WORLD ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)


New York	0-14818	14-1541629

(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

38 Corporate Circle,
Albany, New York 12203
(Address of principal executive offices)

(518) 452-1242
(Registrant’s telephone number, including area code)

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:


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

At the Trans World Entertainment Corporation (the “Company” or “Trans World”) 2012 annual meeting of stockholders held on July 12, 2012 (the “Annual Meeting”) the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors (the “Charter Amendment”). A brief summary of the amendments to the Company’s Amended and Restated Certificate of Incorporation was included as part of Item 1 in Trans World’s definitive proxy statement filed with the Securities and Exchange Commission on June 8, 2012. The summaries contained in the proxy statement are qualified by and subject to the full text of Trans World’s Amended and Restated Certificate of Incorporation (which reflects the Charter Amendment), filed with the New York State Department of State on July 12, 2012 attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are more fully described in our proxy statement:

Proposal No. 1 – Amendment to Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors; and

Proposal No. 2 –Election of Directors.

On the record date for the Annual Meeting, there were 31,455,004 shares issued, outstanding and entitled to vote. Shareholders holding 28,418,792 shares were present at the meeting, in person or represented by proxy. The results of the voting at the Annual Meeting were as follows:

PROPOSAL NO. 1- AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS

PROPOSAL NO. 2 – ELECTION OF DIRECTORS


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:


Exhibit No.		Description


3.1		Amended and Restated Certificate of Incorporation of Trans World Entertainment Corporation.

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.


Dated: July 13, 2012	TRANS WORLD ENTERTAINMENT CORPORATION

	By:	/s/ John Anderson

		Name: John Anderson
		Title: Chief Financial Officer

EXHIBIT INDEX


Exhibit
No.		Description


3.1		Amended and Restated Certificate of Incorporation of Trans World Entertainment Corporation.

EX-3.1 2 c70378_ex3-1.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

TRANS WORLD ENTERTAINMENT CORPORATION

Under Section 805 of the New York Business Corporation Law

FIRST: The name of the corporation is: Trans World Entertainment Corporation.

The name under which the corporation was formed is: Trans-World Music Corp.

SECOND: The date of filing of the certificate of incorporation with the Department of State is: February 7, 1972.

THIRD: The amendment effected by this certificate of amendment is as follows:

Paragraph NINTH of the Certificate of Incorporation relating to the classified Board of Directors is hereby amended to read in its entirety as follows:

“NINTH: 1) The number of Directors of the Corporation shall be fixed by resolution duly adopted from time to time by a majority of the entire Board of Directors.

2) All Directors elected by shareholders at or after the 2012 annual meeting of shareholders shall hold office until the next annual meeting of shareholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office; provided, however, each Director elected prior to the 2012 annual meeting of shareholders shall serve the term for which he or she was elected.

3) Any and all vacancies in the Board of Directors, however occurring, including without limitation, by reason of an increase in size of the Board of Directors, or death, resignation, disqualification or removal of a Director, shall be filled solely by appointment via an affirmative vote of a majority of the remaining Directors then in office, even if less than a quor-

um of the Board of Directors. Any director so appointed shall serve until the next shareholders’ meeting held for the election of directors and until his or her successor is duly elected and qualified.”

SIXTH: The certificate of amendment was authorized by:


	x The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

	o The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.


		Edwin J. Sapienza

(Signature)		(Name of Signer)
		Director of Financial Planning, Secretary,
		Treasurer
		(Title of Signer)

Dated as of July 12, 2012

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

TRANS WORLD ENTERTAINMENT CORPORATION

Under Section 805 of the New York Business Corporation Law

Filer’s Name: Trans World Entertainment Corporation.

Address: 38 Corporate Circle.

City, State and Zip Code: Albany, New York 12203.

Votes Against

Abstentions

Broker Non-Votes