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): October 5, 2023
HAYNES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33288 | | 06-1185400 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1020 West Park Avenue Kokomo, Indiana | | 46904-9013 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (765) 456-6000
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 CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 | “HAYN” | The NASDAQ Stock Market LLC |
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. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 5, 2023, the Board of Directors (the “Board”) of Haynes International, Inc. (the “Company”) adopted amendments to the Company’s Bylaws to (i) remove the provision stating that each stockholder is entitled to a certificate representing the common stock, (ii) permit the Board to provide by resolution that some or all of any class or series of stock of the Company shall be uncertificated shares and (iii) make other conforming changes to the provisions regarding lost, stolen and destroyed certificates and transfers of stock of the Company to reflect the authorization of uncertificated shares. The Board adopted resolutions to provide that, effective October 5, 2023, all shares of the Company’s common stock, par value $0.001 per share, will be uncertificated. The resolutions will not affect any stock certificates that are currently outstanding. Any certificated shares issued and outstanding on October 5, 2023, will become uncertificated when the certificate is surrendered to the Company or its transfer agent or is reported to the Company by the holder as being lost, stolen, or destroyed. A copy of the Amended and Restated Bylaws, as so amended, is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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.
| | Haynes International, Inc. |
| | |
| Date: October 5, 2023 | By: | /s/ Angela M. Kohlheim |
| | | Angela M. Kohlheim |
| | | Vice President, General Counsel |
