Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Liberated Syndication Inc. | lsyn_ex31.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): September 24,
2020
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Liberated Syndication Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-55779
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47-5224851
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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5001
Baum Boulevard, Suite 770, Pittsburgh, PA 15213
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(Address of principal executive offices) (Zip Code)
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(412)
621-0902
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(Registrant’s
telephone number, including area code)
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(Former name or former address, if changed since last
report)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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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 this 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
September 24, 2020, the Board of Directors (the
“Board”) of Liberated Syndication Inc. (the
“Company”) amended Section 2.08 of the Company’s
Bylaws (the “Bylaws”), effective as of September 24,
2020, to change the quorum for special meetings of the stockholders
from a majority to one third (1/3) of the total voting power of the
outstanding shares of the Company entitled to vote. This
description is qualified in its entirety by reference to the text
of the Bylaws, which are attached as Exhibit 3.1 to this Current
Report on Form 8-K.
Item 5.08 Shareholder Director Nominations.
On
September 24, 2020, the Board established that the Company’s
2020 Annual Meeting of Stockholders (the “Annual
Meeting”) will be held on Tuesday, November 17, 2020. The
record date for the determination of stockholders of the Company
entitled to receive notice of and to vote at the Annual Meeting
shall be the close of business on Thursday, October 8,
2020.
Because
the Annual Meeting will be held more than 30 days from the
anniversary date of the Company’s last annual meeting of
stockholders, in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
the Company is hereby informing its stockholders of the
following:
For
stockholders who desire to submit a proposal for consideration at
the Annual Meeting and wish to have such proposal included in the
Company’s proxy statement, the Company has set a new deadline
for the receipt of such proposals in accordance with Rule 14a-8
under the Exchange Act. In order to be considered timely, the
proposal must be received at the Company’s principal
executive offices no later than October 9, 2020, which the Company
has determined is a reasonable time before the Company begins to
print and mail its proxy materials. Such stockholder proposals must
also comply with the other requirements of Rule 14a-8 of the
Exchange Act.
In
addition, if a stockholder of the Company intends to nominate a
person for election to the Board at the Annual Meeting or who
intends to submit a proposal regarding any other matter of business
at the Annual Meeting but who does not intend for such proposal to
be included in the Company’s proxy materials, the deadline
for submitting the notice of such nomination or other proposal is
the close of business on October 9, 2020. Any notice should be
delivered to Liberated Syndication Inc., 5001 Baum Boulevard, Suite
770, Pittsburgh, PA 15213, Attention: Corporate Secretary. Any such
notice must also comply with the requirements of Nevada law, the
rules and regulations promulgated by the Securities and Exchange
Commission and our Bylaws, as applicable.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Number
Description
Bylaws of the
Company, effective as of September 24, 2020
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.
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LIBERATED SYNDICATION INC.
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Date:
September 29, 2020
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By:
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/s/
Richard P. Heyse
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Name:
Richard P. Heyse
Title:
Chief Financial Officer
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