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Documents (2):
FORM 8-K
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) February 15, 2019 |
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Transportation Systems Holdings Inc. |
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(Exact name of registrant as specified in its charter) |
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| Delaware |
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000-55990 |
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83-0543909 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 41 Farnsworth Street, Boston, MA |
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02210 |
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(Zip Code) |
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Registrant’s telephone number, including
area code (617) 443-3000
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N/A |
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| (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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
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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. o
Item 5.03. Amendments to Articles of Incorporation or By-Laws;
Change in Fiscal Year.
On February 15, 2019, Transportation Systems Holdings Inc. (“TSHI”)
filed with the State of Delaware an amended and restated certificate of incorporation (the “Amended and Restated Charter”)
to authorize the issuance of blank check preferred stock and to increase the number of shares of common stock authorized for issuance.
The Amended and Restated Charter replaced in their entirety
the provisions contained in TSHI’s original certificate of incorporation, which was filed with the State of Delaware on May
15, 2018.
The foregoing information is qualified by reference to the Amended
and Restated Charter, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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Transportation Systems Holdings Inc. |
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(Registrant) |
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| Date: February 20, 2019 |
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/s/ Thomas LaFrance |
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Thomas LaFrance
General Counsel & Secretary |
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EXHIBIT 3.1
Exhibit 3.1
STATE OF DELAWARE
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
TRANSPORTATION SYSTEMS HOLDINGS INC.
FIRST. The name of the corporation
is Transportation Systems Holdings Inc. (the “Corporation”).
SECOND. The address of the Corporation’s
registered office in the state of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the
Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the Corporation
is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH. The total number of shares
of stock which the Corporation shall have authority to issue is 18,000,050,000, consisting of (i) 18,000,000,000 shares of common
stock, par value of $0.01 per share and (ii) 50,000 shares of preferred stock, par value of $0.01 per share (“Preferred
Stock”).
FIFTH. The board of directors is hereby
empowered, without any action or vote by the Corporation’s stockholders, to authorize by resolution or resolutions from time
to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect
to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase
or decrease the number of shares of any such class or series to the extent permitted by the DGCL.
SIXTH. The incorporator
of the Corporation is Brittany Gurgle, whose mailing address is 191 Rosa Parks Street, 11th Floor, Cincinnati, Ohio
45202.
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