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 23, 2015 (June 19, 2015)
QUALITY
DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
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| Florida |
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000-24180 |
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59-3239073 |
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of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
4041 Park Oaks Boulevard, Suite 200
Tampa, Florida 33610
(Address of principal executive offices including Zip Code)
(813) 630-5826
(Registrant’s telephone number, including area code)
N.A.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws. |
Effective June 19, 2015, the
Board of Directors of Quality Distribution, Inc. (the “Company”) amended the Amended & Restated By-Laws (the “By-Laws”) of the Company. The amendment changes the methods by which a shareholder of the Company may vote by
proxy. Shareholders of the Company may now execute a proxy in writing and deliver it to the Company in original form, or transmit the proxy as permitted by law, including, without limitation, by telephone, electronically, via telegram, internet,
interactive voice response system, or other means of electronic transmission executed or authorized by such shareholder or by the shareholder’s duly authorized attorney-in-fact.
The By-Laws are otherwise unchanged.
The foregoing description is qualified in its entirety by reference to the Amendment to Amended & Restated By-Laws of the Company, a
copy of which is filed as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit
Number |
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Description of Exhibits |
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| 3.1 |
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Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. |
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.
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QUALITY DISTRIBUTION, INC. |
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(Registrant) |
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| Dated: June 23, 2015 |
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By: |
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/s/ John T. Wilson |
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Name: |
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John T. Wilson |
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Title: |
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Senior Vice President, General Counsel |
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and Corporate Secretary |
EXHIBIT INDEX
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| Exhibit
Number |
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Description of Exhibits |
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| 3.1 |
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Amendment to Amended and Restated By-Laws of Quality Distribution, Inc. |
Exhibit 3.1
AMENDMENT TO
AMENDED & RESTATED BY-LAWS OF
QUALITY DISTRIBUTION, INC.
June 19, 2015
The
undersigned, being the Secretary of Quality Distribution, Inc., a corporation organized and existing under and by virtue of the laws of the State of Florida (the “Corporation”), hereby certifies the Amendment to Amended & Restated
By-Laws (the “By-Laws”) of the Corporation as follows:
RECITAL
WHEREAS, the Board of Directors (the “Board”) determined that the By-Laws of the Corporation should be amended to change the
delivery methods for a shareholder proxy such that shareholders of the Corporation may execute a proxy in writing and deliver it to the Corporation in original form, or transmit the proxy as permitted by law, including, without limitation, by
telephone, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by such shareholder or by the shareholder’s duly authorized attorney-in-fact.
AMENDMENT
THEREFORE, the Board, at a meeting held on June 19, 2015, amended the By-Laws as follows:
The first sentence of Article II, Section M is hereby amended to delete all existing text and replace it in its entirety with the following:
“At all meetings of shareholders, a shareholder may vote in person or by proxy, executed in writing by the shareholder or
transmitted by the shareholder as permitted by law, including, without limitation, by telephone, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmission executed or authorized by such
shareholder or by the shareholder’s duly authorized attorney-in-fact; but, no proxy shall be valid after eleven (11) months from its date, unless the proxy provides for a longer period.”
The effective date of this Amendment is the date first written above.
Henceforth all references in the By-Laws to the term “by-laws” shall be deemed to refer to the By-Laws as amended by this Amendment.
This Amendment supplements and is hereby made a part of the By-Laws, and the By-Laws and this Amendment shall, from and after the date hereof, be read together and shall constitute the By-Laws of the Corporation within the meaning of the FBCA.
IN WITNESS WHEREOF, the undersigned hereby certifies the due adoption of this Amendment to
Amended & Restated By-Laws of the Corporation in his capacity as Secretary of the Corporation.
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| /s/ John T. Wilson |
| John T. Wilson |
| Secretary |
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