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): November 18, 2015
Dynacq Healthcare, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
|
000-21574 (Commission File Number) |
76-0375477 (IRS Employer Identification No.) |
| 4301 Vista Road Pasadena, Texas (Address of principal executive offices) |
77504 (Zip Code) |
(713) 378-2000
(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 obligations of the registrant under any of the following (See General Instruction A.2 below): | |
| ¨ | 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.
Our Board of Directors amended our Bylaws, effective November 18, 2015, to add an exclusive forum provision. Specifically, Article XI was added to the Bylaws, which provides that the District Courts of the State of Nevada located in the counties of Clark or Washoe (or if the District Courts of the State of Nevada in the counties of Clark and Washoe do not have jurisdiction then the United States District Court for Nevada sitting in Clark County or Washoe County, Nevada) shall be the sole and exclusive forum for certain actions brought against us.
This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.1 to this current report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Amendment to Bylaws of Dynacq Healthcare, Inc. |
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.
| Dynacq Healthcare, Inc. | ||
| Date: November 19, 2015 | By: | /s/ Eric K. Chan |
| Eric K. Chan President and Chief Executive Officer | ||
EXHIBIT 3.1
AMENDMENT TO BYLAWS
OF
DYNACQ HEALTHCARE, INC.
(A NEVADA CORPORATION)
Effective as of the date set forth below, the Bylaws of Dynacq Healthcare, Inc., a Nevada corporation (the “Corporation”), are amended in the following respect:
Article XI is hereby added to the Corporation’s Bylaws and reads as follows:
“ARTICLE XI
FORUM FOR ADJUDICATION OF DISPUTES
To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the District Courts of the State of Nevada located in the counties of Clark or Washoe (or if the District Courts of the State of Nevada in the counties of Clark and Washoe do not have jurisdiction then the United States District Court for Nevada sitting in Clark County or Washoe County, Nevada) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapter 78 or 92A or any provision of the Corporation’s Articles of Incorporation or these Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Corporation’s Articles of Incorporation or these Bylaws. Any person or entity owning or purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.”
The above amendment shall be construed as part of the Bylaws, and except as specifically amended thereby, the Bylaws shall remain in full force and effect.
The undersigned President of the Corporation hereby certifies that the foregoing amendment to the Corporation’s Bylaws was duly adopted by the Board of Directors of the Corporation on November 18, 2015, effective as of such date.
| DYNACQ HEALTHCARE, INC. | |
| By: /s/ Eric K. Chan | |
| Eric K. Chan, President and CEO |