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): May 6, 2015

  

 

The Providence Service Corporation

(Exact name of registrant as specified in its charter)

  

 

Delaware

 

001-34221

 

86-0845127

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

   

64 East Broadway Blvd., Tucson, Arizona

 

85701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (520) 747-6600

 

Not Applicable

(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:

 

☐

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))

 

 
 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The stockholders of The Providence Service Corporation (the “Company”) previously approved an amendment to the certificate of incorporation of the Company, decreasing the minimum number of directors from five (5) to four (4). The certificate of amendment was filed with the Secretary of State of the State of Delaware on May 6, 2015. A copy of the certificate of amendment is furnished as Exhibit 3.1 hereto and is incorporated herein by reference.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

Description

   

3.1

  

Certificate of Amendment to the Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on May 6, 2015.

 

 
 
 

  

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.

 

 

 

  

 

THE PROVIDENCE SERVICE CORPORATION

       

Date: May 7, 2015

 

  

 

By:

 

/s/ Michael-Bryant Hicks

 

 

  

 

Name:

 

Michael-Bryant Hicks

 

 

  

 

Title:

 

Senior Vice President, General Counsel,

            Corporate Secretary and Chief Compliance Officer

         



Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

THE PROVIDENCE SERVICE CORPORATION

 

 

The undersigned, desiring to amend the certificate of incorporation of a Delaware corporation pursuant to Section 242 of the Delaware General Corporation Law (the “Act”), hereby certifies as follows:

 

FIRST. The name of the corporation (hereinafter called the “Corporation”) is The Providence Service Corporation.

 

SECOND. The date of filing of the Corporation’s second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware is August 22, 2003.

 

THIRD. The first paragraph of Section SIXTH of said Certificate of Incorporation, which Article sets forth the number of directors that constitute the entire Board of Directors of the Corporation, is hereby amended and restated in its entirety as follows:

 

“The Board of Directors shall consist of not less than four (4) and not more than eleven (11) directors. The number of directors to be elected, subject to the foregoing limits, shall be determined by resolution of the Board of Directors.”

 

FOURTH. The amendment herein certified has been duly adopted in accordance with Section 242 of the Act.

 

 
 
 

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized officer as of May 6th, 2015.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael-Bryant Hicks   

 

 

Name: 

Michael-Bryant Hicks 

 

 

Title:

Senior Vice President, General Counsel,

Corporate Secretary and Chief Compliance Officer  

 

        

                                                                                            

 

 

 

 

Certificate of Amendment to Certificate of Incorporation

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