Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Vishay Precision Group, Inc. | exhibit3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): June 25, 2010
|
Vishay Precision Group,
Inc.
|
|
(Exact
Name of Issuer as Specified in Charter)
|
| Delaware | 1-34679 | 27-0986328 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification | ||
| Incorporation or Organization) | Number) |
| 3 Great Valley Parkway, Suite 150 | ||
| Malvern, PA | 19355 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(484) 321-5300
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K 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
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2010, the
certificate of incorporation of Vishay Precision Group, Inc. (the “Company”) was amended and restated (as so amended and
restated, the “Amended and Restated
Certificate”) to, among
other things, increase the Company’s authorized capital stock; create three
classes of capital stock – common stock, par value $0.10 per share (the
“Common Stock”), Class B common stock, par value $0.10 per
share (“Class B Common Stock”), and preferred stock, par value $1.00 per
share (the “Preferred Stock”) –
and delineate the powers of the Company’s Board of Directors (the “Board”). The Amended and Restated Certificate
provides that the Company’s authorized capital stock will consist of 29,000,000
shares: 25,000,000 shares of Common Stock, 3,000,000 shares of Class B Common
Stock, and 1,000,000 shares of Preferred Stock.
The holders of Common
Stock are entitled to one vote for each share held. Holders of Class B Common
Stock are entitled to 10 votes for each share held. The Common Stock and the
Class B Common Stock vote together as one class on all matters subject to
stockholder approval, except that the approval of the holders of Common Stock
and of Class B Common Stock, each voting separately as a class, will be required
to authorize issuances of additional shares of Class B Common Stock other than
in connection with stock splits and stock dividends.
After any required
dividends and other distributions on any outstanding shares of Preferred Stock,
holders of Common Stock and Class B Common Stock will be entitled to receive,
and share ratably on a per share basis in, all dividends and other distributions
declared by the Board. In the event of a stock dividend or stock split, holders
of Common Stock will receive shares of Common Stock and holders of Class B
Common Stock will receive shares of Class B Common Stock. Neither the Common
Stock nor the Class B Common Stock may be split, divided or combined unless the
other is split, divided or combined equally.
Shares of Class B Common
Stock are convertible into shares of Common Stock on a one-for-one basis at any
time at the option of the holder thereof. The Class B Common Stock is not
transferable except to a holder’s spouse, certain of such holder’s relatives,
certain trusts established for the benefit of the holder, the holder’s spouse or
relatives, corporations and partnerships beneficially owned and controlled by
such holder, such holder’s spouse or relatives, charitable organizations and
such holder’s estate. Upon any transfer made in violation of those restrictions,
shares of Class B Common Stock will be automatically converted into shares of
Common Stock on a one-for-one basis.
The Board will have
exclusive authority to establish its size. The Amended and Restated Certificate
provides for customary indemnification rights for directors, officers, employees
and agents of the Company and further provides that no director will have any
personal liability to the Company or to Company stockholders for any monetary
damages for breach of fiduciary duty, to the extent permitted under the Delaware
General Corporation Law.
The Amended and Restated
Certificate also provides for reasonable procedures for the submission of
proposals by stockholders and provides for indemnification of the Company’s
officers and directors, subject to applicable limitations of the Delaware
General Corporation Law.
The above description of
the Amended and Restated Certificate is qualified in its entirety by reference
to the Amended and Restated Certificate, which is filed as Exhibit 3.1 to this
current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Vishay Precision Group, Inc., effective June 25, 2010. |
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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.
| Vishay Precision Group, Inc. | |||
| Date: July 1, 2010 | By: | /s/ William M. Clancy | |
| Name: William M. Clancy | |||
| Title: Executive Vice President and Chief | |||
| Financial Officer | |||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Vishay Precision Group, Inc., effective June 25, 2010. |
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