UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
i PAR Technology Corporation
(Exact name of registrant as specified in its charter)
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i Delaware
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i 16-1434688
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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PAR Technology Park, i 8383 Seneca Turnpike,
i New Hartford, i New York i 13413-4991
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: ( i 315)
i 738-0600
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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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i Common Stock
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i PAR
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i New York Stock Exchange
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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 i ☐
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. ☐
On
September 20, 2022, the Board of Directors (the
“Board”) of PAR Technology Corporation (the
“Company”) amended and restated the
Bylaws of
the Company
effective as of such date, to implement certain updates and make certain administrative, modernizing, clarifying, and conforming changes.
The amended and restated
Bylaws reflect amendments to the Delaware General Corporation Law (
“DGCL”) and corresponding changes to more closely
conform
Bylaw provisions to the provisions of the DGCL, including by (i) adding explicit language regarding (a) holding shareholders meetings solely by means of remote communication; (b) the fact that notice (and waiver of notice) of Board and
shareholders meetings may be provided by means of electronic transmission and when attendance does not constitute a waiver; and (c) the rules and regulations the Board or chairman of the meeting of shareholders may adopt for the conduct of
meetings of shareholders; and (ii) updating provisions regarding (a)
the Company’s capital stock and proxies; and (b) committees of the Board.
In addition, the amendments modernize and clarify several
Bylaw provisions to reflect Company and/or market practice and coordinate with the
Company’s
certificate of incorporation, including (i) amending the
Bylaw provision governing the location of the Company’s registered office to clarify that the registered office of
the Company shall be fixed in
the Company’s Certificate of
Incorporation; (ii) clarifying that the Board may postpone, reschedule or cancel any annual meeting of shareholders previously scheduled by the Board; (iii) clarifying quorum requirements where a separate vote by a class or series or classes or
series is required; (iv) simplifying provisions relating to the compensation of directors; (v) revising certain provisions regarding the role of the Chairman of the Board to, among other things, expressly provide that to the extent there is no
Chairman of the Board appointed, the Lead Director of
the Company shall be deemed to be the Chairman of the Board; (vi) updating provisions regarding the Board’s authority to appoint officers of
the Company and the responsibilities of such
officers; (vii) removing provisions regarding the execution of
contracts by
the Company’s officers, the issuance of checks and drafts, the authority to obtain loans and advances for
the Company, and the deposit of
the Company’s funds; and
(viii) making certain modifications to provisions relating to
the Company’s indemnification of its directors, officers and employees.
The amendments further modify the exclusive forum provisions to clarify the types of claims for which the Court of Chancery of the State of Delaware
will serve as the exclusive forum, expressly provide that if the Court of Chancery does not have, or declines to accept, jurisdiction over such claims, another state court or a federal court located within the State of Delaware will serve as the
exclusive forum for such proceedings, and designate the federal district courts of the United States of America as the exclusive forum for complaints asserting a cause of action arising under the Securities Act of 1933.
The foregoing description is qualified in its entirety by reference to the full text of the
Bylaws, as amended and restated, a copy of which is attached
hereto as
Exhibit 3.1 and
incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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PAR TECHNOLOGY CORPORATION
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Date:
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Chief Financial and Accounting Officer
(Principal Financial Officer)
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