ERICKSON INCORPORATED (NASDAQ:EACIQ) 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 16, 2016, Erickson Incorporated (the Company) filed a
Certificate of Amendment (the Certificate of Amendment) with the
Secretary of State of the State of Delaware, which amended the
provisions of the Companys Third Amended and Restated Certificate
of Incorporation filed on April 1, 2014 (the Certificate of
Incorporation).
Certificate of Amendment (the Certificate of Amendment) with the
Secretary of State of the State of Delaware, which amended the
provisions of the Companys Third Amended and Restated Certificate
of Incorporation filed on April 1, 2014 (the Certificate of
Incorporation).
The Certificate of Amendment was required as a result of the
Stipulation and Agreement of Compromise, Settlement and Release
entered into on June 13, 2016 among the Company, EAC Acquisition
Corporation, Udo Reider, Hank Halter, Kenneth Lau, Quinn Morgan,
Gary Scott, James Welch, Meredith Siegfried Madden, ZM Private
Equity Fund I, L.P., ZM Private Equity Fund II, L.P., ZM EAC LLC,
Centre Lane Partners, LLC, 10th Lane Finance Co., LLC., and
Edward Montgomery, on behalf of himself as a stockholder of the
Company, a class of minority stockholders of the Company and
derivatively on behalf of the Company.
Stipulation and Agreement of Compromise, Settlement and Release
entered into on June 13, 2016 among the Company, EAC Acquisition
Corporation, Udo Reider, Hank Halter, Kenneth Lau, Quinn Morgan,
Gary Scott, James Welch, Meredith Siegfried Madden, ZM Private
Equity Fund I, L.P., ZM Private Equity Fund II, L.P., ZM EAC LLC,
Centre Lane Partners, LLC, 10th Lane Finance Co., LLC., and
Edward Montgomery, on behalf of himself as a stockholder of the
Company, a class of minority stockholders of the Company and
derivatively on behalf of the Company.
The Certificate of Amendment provided for, in pertinent part, the
following material changes to the existing Certificate of
Incorporation (capitalized terms used herein are as defined in
the Certificate of Amendment and the Certificate of
Incorporation):
following material changes to the existing Certificate of
Incorporation (capitalized terms used herein are as defined in
the Certificate of Amendment and the Certificate of
Incorporation):
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Prior to the Trigger Date, the Company shall not enter into
a Change of Control Transaction unless the principal terms of such transaction are approved by a board committee consisting of independent and disinterested directors, empowered to negotiate and authorize such transaction, and all holders of then-outstanding common shares are offered or paid the same amount and form of consideration per common share in such transaction. |
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Prior to the Trigger Date, the Company will not enter into
a Qualifying Related Party Transaction unless the principal terms of such transaction are approved by a board committee consisting of independent and disinterested directors, empowered to negotiate and authorize such transaction. |
The description of the changes and the new provisions of the
Certificate of Incorporation contained in this Form 8-K is
qualified in its entirety by reference to the full text of the
Certificate of Incorporation, a copy of which was filed with the
Commission on February 26, 2014 as Exhibit 3.1 to the Companys
Form 8-K and is incorporated herein by reference, and the
Certificate of Amendment, a copy of which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
Certificate of Incorporation contained in this Form 8-K is
qualified in its entirety by reference to the full text of the
Certificate of Incorporation, a copy of which was filed with the
Commission on February 26, 2014 as Exhibit 3.1 to the Companys
Form 8-K and is incorporated herein by reference, and the
Certificate of Amendment, a copy of which is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Certificate of Amendment of Certificate of
Incorporation of Erickson Incorporated. |
About ERICKSON INCORPORATED> (NASDAQ:EACIQ)