Attached files
| file | filename |
|---|---|
| EX-3.1 - 3RD AMENDED & RESTATED BYLAWS - AutoWeb, Inc. | ex3_1.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) April 25, 2011
Autobytel Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-34761
|
33-0711569
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
18872 MacArthur Boulevard, Suite 200, Irvine, California
|
92612-1400
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code (949) 225-4500
(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 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(b) On April 25, 2011, Mark R. Ross notified Autobytel Inc., a Delaware corporation (“Autobytel” or “Company”), that he was resigning his position as a member of the Board of Directors of the Company. Mr. Ross’s resignation was effective April 26, 2011.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
The Board of Directors of the Company has approved an amendment to Section 3.02 of the Company’s Second Amended and Restated Bylaws and a restatement of the bylaws to incorporate that amendment (the bylaws, as so amended and restated are referred to in this Current Report on Form 8-K as the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws became effective April 27, 2011. Section 3.02 of the Company’s bylaws was amended to reduce the number of authorized directors on the Board of Directors from six directors to five directors. The foregoing description of the amendment to the bylaws is qualified in its entirety by reference to the Third Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
|
3.1
|
Third Amended and Restated Bylaws of Autobytel 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.
|
|
|||
|
|
Autobytel Inc.
|
||
|
|
By |
/s/ Glenn E. Fuller
|
|
|
Glenn E. Fuller, Executive Vice President,
Chief Legal and Administrative Officer and Secretary
|
|||
Date: April 29, 2011
3