8-K 1 lsyn_8k.htm CURRENT REPORT Blueprint
Liberated Syndication Inc.
8-K on 06/24/2019   Download
SEC Document
SEC Filing
 

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) June 24, 2019
 
LIBERATED SYNDICATION INC.
(Exact Name of Registrant as Specified in Its Charter)
 
  
 
 
Nevada
000-55779
47-5224851
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
 
5001 Baum Boulevard, Suite 770
Pittsburgh, Pennsylvania
 
15213
(Address of Principal Executive Offices)
 
(Zip Code)
(412) 621-0902
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
 
 
 
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):
 
[_]        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))
 Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 24, 2019, the Board of Directors of Liberated Syndication Inc, a Nevada corporation (the “Company”) approved changes to the Company’s by-laws to raise the quorum required to approve matters considered at any special meeting of the Company’s stockholders called by the stockholders and adopting advance notice requirements regarding any business to be considered at an annual meeting of the Company’s stockholders at the request of any stockholder.
 
As previously disclosed, at this time the Company is not soliciting any revocation of consents sought by a certain stockholder regarding a special meeting and has taken a “wait and see” approach regarding the matters raised by such stockholder. In view of the potential change in control of the Company, however, the Company’s Board of Directors has consulted with counsel regarding the application of its current by-laws to a special meeting of its stockholders, should one be called. Given that a small minority of the outstanding shares (as little as approximately 16.67% of the shares outstanding) could effect a “no-premium” change of control that could adversely affect all stockholders and is effectively inconsistent with the voting requirements regarding removal of directors under applicable Nevada law, requiring a two thirds majority of outstanding shares to remove directors, the Company has amended its bylaws to require a majority quorum for any special meeting called by stockholders. Additionally, with respect to its annual meeting process, the Company has adopted a customary advanced notice provision regarding stockholder proposals.
 
The Company’s by-laws, as so amended, are included as Exhibit 3.2 and the foregoing summary is qualified in all respects by reference to such exhibit.
 
Item 9.01   
Financial Statements and Exhibits
 
(a) 
Exhibits
 
 
 
Description
3.2
 
Amended bylaws of the Company dated June 24, 2019
 
 
 
 
 
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.
 
Dated: June 24, 2019
 
 
LIBERATED SYNDICATION INC.
 
 
 
By:   /s/ John Busshaus                      
Name: John Busshaus
Title: Chief Financial Officer