Saga Communications, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 05/20/2020   Download
SEC Document
SEC Filing

On May 20, 2020, Saga Communications, Inc., a Delaware corporation (the “Company”), merged with and into its wholly-owned Florida subsidiary, Saga Communications Reincorporation, Inc. (“Saga Florida”), pursuant to the Agreement and Plan of Merger, dated May 11, 2020 (the “Merger Agreement”), between the parties (the entrance into the Merger Agreement was previously announced in the Current Report on Form 8-K filed with the Commission on May 12, 2020). Beginning at the effective date of the merger, the name of Saga Florida is now “Saga Communications, Inc.” Saga Florida is deemed to be the successor issuer of the Company under Rule 12g-3 of the Securities Exchange Act of 1934, as amended. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2020.


The reincorporation of the Company resulted in a change in the state of incorporation from Delaware to Florida, but did not result in any change in the name, business, management, fiscal year, accounting, location of the principal executive officers, assets or liabilities of the Company. In addition, the Company’s common stock will continue to trade on NASDAQ under the symbol “SGA.” Shareholders are not required to exchange Company shares in connection with the reincorporation because the shares in Saga Florida are deemed to represent an equal number of shares in the Company.


As of May 20, 2020, the effective date of the reincorporation, the rights of the Company’s shareholders began to be governed by the Florida Business Corporation Act, the Articles of Incorporation of Saga Communications, Inc. attached as Exhibit 3.1 and the Bylaws of Saga Communications, Inc. attached as Exhibit 3.2. The form of common stock certificate of Saga Florida is attached as Exhibit 4.1.


Additional information about the reincorporation and a comparison of the rights of shareholders of the Company and Saga Florida can be found in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”), filed with the Securities and Exchange Commission on April 16, 2020.