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): December 5, 2016
MICROPHASE CORPORATION
(Exact name of registrant as specified in its charter)
| Connecticut | | 000-55382 | | 06-0710848 |
(State or other jurisdiction
of incorporation) | | (Commission
File No.) | | (IRS Employer
Identification No.) |
100 Trap Falls Road Extension, Suite 400, Shelton, CT | | 06484 |
| (Address of principal executive offices) | | (Zip Code) |
| (203) 866-8000 |
| Registrant’s telephone number, including area code |
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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
On December 5, 2016, Microphase Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) for the purpose of (i) authorizing the change in domicile from Connecticut to Delaware (the “Reincorporation”) and (ii) authorizing the capital structure of the Company upon Reincorporation, including a 1-for-3 share exchange (the “Reincorporation Capitalization”).
The shareholders voted in favor of the change in domicile from Connecticut to Delaware and the capital structure of the Company upon such change in domicile, including a 1-for-3 share exchange.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 5, 2016, the Reincorporation and the Reincorporation Capitalization were approved at the Special Meeting. As of the close of business on November 22, 2016 (the “Record Date”), there were 6,882,461 shares of Common Stock issued and outstanding and entitled to vote representing approximately 170 holders of record and 15,382 shares of Series A Preferred Stock, issued and outstanding and entitled to vote representing approximately 6 holders of record. Present at the Special Meeting, (i) 3,735,551 votes, or approximately 54.16% of the outstanding votes, were represented in person or by proxy for the vote on the Reincorporation and (ii) 3,735,551 votes, or approximately 54.16% of the outstanding votes, were represented in person or by proxy for the vote on the Reincorporation Capitalization.
The results of the voting at the Special Meeting are as follows:
| | For | Against | Abstain |
Total Votes Reincorporation | 3,735,551 | 0 | 0 |
% Voted For Reincorporation | 54.16% | 0% | 0% |
| | For | Against | Abstain |
Total Votes Reincorporation Capitalization | 3,735,551 | 0 | 0 |
% Voted For Reincorporation Capitalization | 54.16% | 0% | 0% |
According to the results above, the majority of the stockholders present at the meeting, whether in person or by proxy, voted FOR and thereby authorized the Reincorporation and voted FOR and thereby authorized the Reincorporation Capitalization.
SIGNATURE
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.
| | MICROPHASE CORPORATION |
| | | |
| Date: December 9, 2016 | By: | /s/ Michael Ghadaksaz | |
| | | Michael Ghadaksaz Chief Executive Officer |
