Item 8.01 Other Events.
Changing SGRP's By-Laws Supermajority Requirement
As a result of the Delaware Settlement (see below), a "super majority" vote of
at least 75% of all directors serving on the Board of Directors of SGRP (the
"Board") is required for any of the following (the "Supermajority Requirements")
under SGRP's By-Laws, which was added as a result of a previous written
stockholder consent from
? Issuance of more than 500,000 shares of stock individually or in any series of transactions; ? Issuance of any preferred stock? ? Declaration of any non-cash dividend on the shares of capital stock of the Corporation? ? Any By-Laws or Committee Charter modification; ? Formation or expansion of the authority of any Committee or subcommittee? or ? Appointment or removal of any Committee member.
Other matters continue to be decided by a regular majority vote of more than 50% of the directors present and voting in any meeting in which a quorum is present.
On
New Written Consents from Majority Stockholders to Eliminate the Supermajority Requirement
On the day after the
SGRP believes that the 12-29 Written Consents and the new Absolute Majority
Requirements will become effective upon the delivery of the Definitive
Information Statement to SGRP's stockholders as required under applicable SEC
Rules (see Notice and Information Statement, below), which delivery may not be
completed until late
The 12-29 Written Consent is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.
Majority Stockholders Background
Mr.
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Mr.
See SGRP's definitive Proxy Statement respecting the Second Special Meeting
filed with the
See also Note 5 to SGRP's Consolidated Financial Statements -- "Related Party
Transactions" and Part II - Item 1 - "Legal Proceedings", in SGRP's Quarterly
Report on form 10-Q as filed with the
Prior Written Consents, Actions and By-Laws Amendments
The Majority Stockholders have acted as a control group and adopted written
consents to unilaterally, and without the participation of SGRP's Board,
Governance Committee or other stockholders, endeavoring to (among other things)
change the then-current By-Laws of SGRP (the "Proposed 2018 Amendments") in
order to (among other things) remove authority from the Board through new
supermajority requirements and stockholder only approvals, which ultimately was
resolved in a negotiated settlement that included the adoption of SGRP's Amended
and Restated By-Laws on
Pursuant to the Delaware Settlement, the parties agreed to amend and restate SGRP's then-current By-Laws (the "2019 Restated By-Laws") with negotiated changes to the Proposed Amendments that adopted the new supermajority requirements sought by the Majority Stockholders.
Notice and Information Statement
Applicable law requires SGRP to provide prompt notice to the other stockholders
of any action taken by written consent. In addition, applicable law requires
SGRP to file a Definitive Information Statement with the
Applicable law requires the Definitive Information Statement to be filed with
the
Before the Definitive Information Statement can be filed with the
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SGRP must mail the appropriate number of copies of the Definitive Information
Statement to the
Due to the lead time involved in the
SGRP believes that 12-29 Written Consent and the new Absolute Majority
Requirements will become effective upon the delivery of the Definitive
Information Statement to SGRP's stockholders as required under applicable
Information Not "Filed"
The information in Item 8.01 of this Report and the Release attached as Exhibit 99.1, and any information that may be conveyed in such conference call, shall, to the greatest extent permitted by applicable law, not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information, to the extent deemed or determined to have been not "filed" under applicable law, shall not be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the "Securities Act", and together with the Exchange Act, and all rules thereunder, the "Securities Laws"), except as shall be expressly set forth by specific reference in such a filing.
Forward Looking Statements
This Current Report on Form 8-K (this "Current Report") contains
"forward-looking statements" within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, made by, or respecting, the Company
and its subsidiaries, and this Report has been filed by the Company with the
All statements (other than those that are purely historical) are forward-looking statements. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"); and the potential negative effects of those or other possible changes in SGRP's By-Laws, the potential negative effects of the novel coronavirus and COVID-19 pandemic on the Company's business, the Company's potential non-compliance with applicable Nasdaq director independence, bid price or other rules, the departure of the Company's CEO, the integration and suitability of the Company's new CFO, the likelihood of finding and hiring a suitable replacement CEO for the Company, repurchases made under the 2021 Stock Repurchase Program, the Company's cash flow or financial condition, the Company's cash flow later this year, or the pursuit or achievement of the Company's five corporate objectives (growth, customer value, employee development, greater productivity & efficiency, and increased earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, growing the Company's client base and contracts, continuing to strengthen its balance sheet, growing revenues and improving profitability through organic growth, new business development and strategic acquisitions, and continuing to control costs.
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You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, Risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise . . .
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 99.1 Written Consent of Stockholders ofSPAR Group, Inc. , datedDecember 24, 2020 , and finalized and delivered onDecember 29, 2020 , from Mr.Robert G . Brown, theSP/R, Inc. Defined Benefit Pension Trust ,Innovative Global Technologies, LLC , Mr.William H. Bartels and theWHB Services, Inc. Incentive Savings Plan and Trust .
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