AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On December 7, 2016, the Board of Directors of Authentidate
Holding Corp. (the Company) adopted Amended and Restated By-laws,
effective as of December 7, 2016. The Amended and Restated
By-laws, among other things:
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Amend Section 2.6(d) (formerly Section 2.6.4) in connection with the procedures that the Company will follow in providing notice of stockholders meetings to the Companys stockholders; |
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Amend Section 2.6(f) (formerly Section 2.6.7) and add new Section 2.6(k) to clarify the notice and procedural requirements for adjourning meetings of stockholders to another time and place; |
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Amend the procedures and requirements necessary for stockholders to follow in providing advance notice of stockholder business at stockholder meetings (formerly Section 2.6.5 and now set forth at Section 2.7 of the Amended and Restated By-laws); |
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Add new Section 2.9 (formerly Section 2.6.4) to expressly provide for the giving of notice of any meeting of stockholders by way of electronic transmission; |
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Amend Section 3.3 concerning the maximum number of directors constituting the Board; |
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Amend Section 3.4 concerning the procedures and substantive disclosure requirements necessary for a stockholder to comply with in connection with nominating an individual for election to the Companys Board of Directors. The additional disclosure requirements enhance the information regarding nominees and are designed to facilitate the ability of other stockholders to make an informed decision regarding any such nomination; |
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Add new Section 3.9 concerning the ability of individual Board members to waive notice of meetings by electronic transmission (formerly Section 4.2 of the By-laws addressed the procedures for waiving notice); |
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Add new Section 3.10 concerning the ability of Board members to consent to action taken without a meeting by way of electronic transmission, as well as to provide for the filing of those consents electronically if the minutes are maintained in electronic form (formerly Section 3.12 of the By-laws addressed the ability of the Board to take action on written consent); |
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Add new Section 3.13 to provide that, unless otherwise determined by the Board, neither the chairman of the Board nor any co-chairman or vice chair of the Board shall be considered an officer of the Company solely by virtue of such position; |
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Amend the procedures and other requirements concerning the designation of committees of the Board and providing for additional details regarding the procedures to be followed by such committees (formerly Section 3.9 and now set forth in Article IV of the Amended and Restated By-laws); |
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Relocate the provisions of former Article IV, regarding notice and waiver of meetings, to Sections 3.9 and 7.9 of the Amended and Restated By-laws; |
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Amend Article V concerning the descriptions of the roles and duties of officers of the Company; |
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Add new Section 6.1 to provide for electronic storage of the Companys records and to incorporate the procedures applicable to stockholders that may wish to review the Companys records (the provisions of former Article VI, which concerned general provisions, were relocated to Sections 7.1 to 7.5 of the Amended and Restated By-laws); |
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Add new Sections 7.6 to 7.9 concerning the execution of corporate contracts and instruments; construction and definition of certain terms of the Amended and Restated By-laws; registered stockholders; and waiver of notice of meetings; |
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Add new Section 7.10 to provide for an exclusive forum selection provision, which specifies that unless the Company consents in writing to an alternative forum, a state or federal court located within the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine; |
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Relocate former Article VII concerning amendments to the By-laws to new Section 10.2; |
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Add new Article VIII to expressly provide for notices to stockholders by electronic transmission; |
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Amend and relocate former Article VIII to new Article IX concerning the procedures applicable to, and the scope of, the Companys ability to provide for indemnification of its directors, officers, and employees. |
Under the amended advance notice provisions of Sections 2.7 and
3.4, any stockholder proposal or director nomination submitted in
connection with the Companys next annual meeting of stockholders
must be received no earlier than the close of business on the
90th day, nor later than the close of business on the
120th day, prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced more
than thirty (30)days prior to or delayed (other than as a result
of adjournment) by more than thirty (30)days after the
anniversary of the preceding years annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than
the close of business on the 120thday prior to such
annual meeting and not later than the close of business on the
later of the 90thday prior to such annual meeting or
the tenth (10th)day following the date on which such
notice of the date of such meeting was mailed or public
announcement of the date of such meeting is first made.
The foregoing description of the Amended and Restated By-laws
does not purport to be complete and is qualified in its entirety
by reference to the Amended and Restated By-laws filed as Exhibit
3.1 hereto, which is hereby incorporated into this report by
reference.
| Item 9.01 | FINCANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
The following exhibit is attached to this Form 8-K:
| ExhibitNo. | Description | |
| 3.1 | Amended and Restated By-Laws of Authentidate Holding Corp. |
About AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT)
Authentidate Holding Corp. and its subsidiaries provide Web-based revenue cycle management applications, and telehealth products and services. The Company enables healthcare organizations to coordinate care for patients and to manage related administrative and clinical workflows. Its Web-based solutions incorporate multiple features and security technologies, such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. The Company’s Inscrybe Healthcare is a Web-based revenue cycle management workflow automation solution. Its Telehealth Solutions provide an advanced in-home patient vital signs monitoring system and a Web-based management and monitoring software module for use by healthcare providers. The Company’s AuthentiProof is a content integrity and time-and-date stamp application. AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) Recent Trading Information
AUTHENTIDATE HOLDING CORP. (OTCMKTS:ADAT) closed its last trading session down -0.12 at 3.30 with 171,686 shares trading hands.