Form 8-K INSTEEL INDUSTRIES INC For: Dec 19

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 19, 2016

 

 

Commission File Number 1-9929

 

 

 

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

North Carolina (State or other jurisdiction of incorporation or organization)		56-0674867 (I.R.S. Employer Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina (Address of principal executive offices)		27030 (Zip Code)

 

Registrant’s telephone number, including area code: (336) 786-2141

 

 

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 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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.

 

(a)      Gary L. Pechota, a member of the Board of Directors (the “Board”) of Insteel Industries, Inc. (the “Company”), passed away unexpectedly on December 14, 2016. Mr. Pechota served on our Board since 1998 and we will greatly miss his leadership and trusted counsel.

 

Pending developments in its director selection process and any determination to appoint qualified new directors, the Board on December 19, 2016 approved and adopted an amendment to the Company’s bylaws (the “Bylaw Amendment”). The Bylaw Amendment was effective immediately and reduced the minimum size of the Board from six to five directors. In connection with the Bylaw Amendment, the Board determined to fix the size of the Board at five directors.

 

The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d)     Exhibits

 

Exhibit 3.1

Amendment to the Bylaws of Insteel Industries, Inc., effective December 19, 2016.

 

 

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 thereunto duly authorized.

 

INSTEEL INDUSTRIES, INC.

Registrant

 

 

Date: December 20, 2016		By:	/s/ Michael C. Gazmarian
			Michael C. Gazmarian
			Vice President, Chief Financial Officer and Treasurer

 

 

 

EXHIBIT INDEX

 

Exhibit Number	Description
3.1	Amendment to the Bylaws of Insteel Industries, Inc., effective December 19, 2016.

 

Exhibit 3.1

 

AMENDMENT TO THE BYLAWS OF

INSTEEL INDUSTRIES, INC.

 

 

The following Amendment is hereby made to the Bylaws (the “Bylaws”) of Insteel Industries, Inc., a North Carolina corporation, effective as of December 19, 2016:

 

 

Article 3, Section 2 of the Bylaws is hereby amended by replacing the first sentence thereof with the following sentence:

 

The number of directors constituting the board of directors shall be not less than five nor more than ten, the precise number to be determined from time to time by resolution of the board of directors.

 

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