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8-K
PEERLESS SYSTEMS CORP filed this Form 8-K on 02/19/2015
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”).

 

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 9.01.     Financial Statements and Exhibits.

 

Exhibit No.

 

Description

     

2.1

 

Agreement and Plan of Merger, dated as of December 22, 2014, by and among Peerless Systems Corporation, Mobius Acquisition, LLC and Mobius Acquisition Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Peerless Systems Corporation with the SEC on December 24, 2014).

3.1

 

Amended and Restated Certificate of Incorporation of Peerless Systems Corporation.

3.2

 

Amended and Restated Bylaws of Peerless Systems Corporation.

 

 
 

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