f8k_050914.htm
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)
 May 5, 2014
  
 
 
Transcat, Inc.
(Exact name of registrant as specified in its charter)
 
 
Ohio
000-03905
16-0874418
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
35 Vantage Point Drive, Rochester, New York
14624
(Address of principal executive offices)
(Zip Code)
 
 
Registrant's telephone number, including area code
585-352-7777
  
 
 
 
(Former name or former address, if changed since last report)
 
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.
 
On May 5, 2014, the Board of Directors of Transcat, Inc. (the “Company”) approved the addition of a new Article IX to the Company’s Code of Regulations, which provides that unless the Company consents in writing to the selection of an alternative forum, a state or federal court located within Monroe County in the State of New York shall be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (3) any action asserting a claim arising pursuant to any provision of the Ohio General Corporation Law, the Articles of Incorporation or the Code of Regulations of the Company, or (4) any action asserting a claim governed by the internal affairs doctrine.
 
The Company’s Code of Regulations, as amended, are attached to this Form 8-K as Exhibit 3.1.
 
 
Item 9.01        Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No.
  
Description
  
       
3.1
  
Code of Regulations, as amended through May 5, 2014
  

 

 
 
 
 
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.
 
 
 
TRANSCAT, INC.
  
     
     
Dated:  May 9, 2014
By:
/s/ John J. Zimmer
  
 
John J. Zimmer
  
 
Senior Vice President of Finance and Chief Financial Officer