Attached files
| file | filename |
|---|---|
| EX-3.1 - HANDY & HARMAN LTD. | ex31to8k06447003_07142015.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 14, 2015
|
HANDY & HARMAN LTD.
|
||
|
(Exact name of registrant as specified in its charter)
|
||
|
Delaware
|
1-2394
|
13-3768097
|
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
1133 Westchester Avenue, Suite N222, White Plains, NY
|
10604
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code: (914) 461-1300
|
N/A
|
|
(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 (see General Instruction A.2. below):
o 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 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
|
On July 14, 2015, Handy & Harman Ltd. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to extend the expiration date of the 5% ownership limitation contained in ARTICLE FIFTH of the Company’s Certificate of Incorporation, which preserves the tax treatment of the Company’s net operating losses and other tax benefits. The Amendment extended the expiration date of such protective provision for an additional three-year period, from July 29, 2015 to July 29, 2018. The Amendment was approved by the Company’s Board of Directors and majority stockholder on May 28, 2015 and the Company subsequently mailed a Definitive Information Statement to its other stockholders.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit No.
|
Description
|
|
3.1
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Handy & Harman Ltd., as filed with Secretary of State of the State of Delaware on July 14, 2015.
|
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Dated: July 16, 2015
|
HANDY & HARMAN LTD.
|
|
|
By:
|
/s/ James F. McCabe, Jr.
|
|
|
Name:
|
James F. McCabe, Jr.
|
|
|
Title:
|
Chief Financial Officer
|
|
Exhibit Index
|
Exhibit No.
|
Description
|
|
3.1
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Handy & Harman Ltd., as filed with Secretary of State of the State of Delaware on July 14, 2015.
|