Registrant’s
telephone number, including area code
(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))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
AUTO
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
C:
Item 1.01
Entry into a Material Definitive Agreement.
The
information included in Item 3.03 below regarding Amendment No. 3
to the Plan (as defined below) is incorporated by reference into
this Item 1.01.
Item 3.03
Material Modification to Rights of Security Holders.
On
March 31, 2020, the Board of Directors of AutoWeb, Inc., a Delaware
corporation (“AutoWeb” or “Company”), approved an Amendment
No. 3 (“Amendment No.
3”) to the Tax Benefit Preservation Plan dated May 26,2010, as amended by Amendment No. 1 effective as of April 14, 2014
and Amendment No. 2 effective as of April 13, 2017 (as amended, the
“Plan”) between
the Company and Computershare Trust Company, N.A., as rights agent.
The Plan, which is designed to protect stockholder value by
preserving the Company’s important tax assets, was scheduled
to expire at the close of business on May 26, 2020. Amendment No. 3
extends the expiration date of the Plan to May 26, 2023 (subject to
other earlier termination events as set forth in the Plan).
Amendment No. 3 to the Plan also decreases the Purchase Price (as
defined in the Plan) from $73.00 to $20.00. The original Plan was
approved by the Company’s stockholders at its 2011 Annual
Meeting of Stockholders, Amendment No. 1 thereto was approved by
the Company’s stockholders at its 2014 Annual Meeting of
Stockholders, and Amendment No. 2 thereto was approved by the
Company’s stockholders at its 2017 Annual Meeting of
Stockholders. The Company intends to submit the Plan, as amended,
for approval by the Company’s stockholders at the
Company’s 2020 Annual Meeting of Stockholders. If stockholder
approval of the Plan, as amended, is not obtained at the
Company’s 2020 Annual Meeting, the Plan will terminate at the
end of the calendar month in which occurs the final adjournment of
the Company’s 2020 Annual Meeting.
The
foregoing description of Amendment No. 3 does not purport to be
complete and is qualified in its entirety by reference to the full
text of Amendment No. 3, a copy of which is filed herewith as
Exhibit 4.1 and incorporated herein by reference.
The
original Plan is described in, and included as, an exhibit to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 2, 2010 (SEC File No.
000-22239), as amended by Amendment No. 1, which is described in,
and included as, an exhibit to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on
April 16, 2014 (SEC File No. 001-34761), as amended by Amendment
No. 2, which is described in, and included as, an exhibit to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 14, 2017 (SEC File No.
001-34761).
Amendment
No. 3 to Tax Benefit Preservation Plan, dated as of March 31, 2020,
between AutoWeb, Inc. and Computershare Trust Company, N.A., as
rights agent.
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.