bsqr20210628_8ka.htm

 


 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 


 

FORM 8-K/A

(Amendment No. 1)

 


 

CURRENT REPORT

 

Pursuant to section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): June 10, 2021

 

 


 

 

BSQUARE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 


 

 

Washington

000-27687

91-1650880

(State or Other Jurisdiction

(Commission

(IRS Employer Identification No.) 

of Incorporation)

File Number) 

 

 

 

1415 Western Avenue, Suite 700

Seattle, WA 98101

425-519-5900

 

(Address and Telephone Number of Registrants Principal Executive Offices)

 

 


 

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 (see General Instructions 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))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, no par value

 

BSQR

 

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 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

 

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. ☐

 

 

 

 

EXPLANATORY NOTE

 

This Form 8-K/A amends Items 5.03 and 5.07 of the Current Report on Form 8-K, originally filed on June 16, 2021 (the “Original 8-K”) of BSQUARE Corporation (the “Company”). The Original 8-K reported the results of the matters submitted to a vote at the 2021 annual meeting of shareholders (the “Annual Meeting”), held on June 10, 2021. The Original 8-K reported that Proposal 5 - To approve the amended and restated articles of incorporation of the Company (the “Articles”), which included separate proposals to approve and adopt amendments in the proposed Articles as set forth in subproposals 5(B)-5(F) (“Proposal 5”) at the Annual Meeting passed based on a voting standard that was incorrectly stated in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2021. This Current Report on Form 8-K/A amends the Original 8-K to (i) state that Proposal 5 was not approved by the shareholders and (ii) disclose that the Company has retracted its filing of the Articles filed with the Secretary of State of the State of Washington on June 14, 2021. Except as expressly stated herein and below, this Form 8-K/A does not amend or update any other information in the Original 8-K.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 14, 2021, the Company filed the Articles with the Secretary of State of the State of Washington. The Company has determined that it did not receive sufficient votes in favor of Proposal 5. Therefore, the Company has filed a Statement of Correction with the Secretary of State of the State of Washington in order to render the Articles null and void. The result of filing the Statement of Correction is that the amended and restated articles of incorporation that were in effect prior to the filing of the Articles on June 14, 2021 (the “Effective Articles”) remain in full force and effect. A copy of the Statement of Correction, including the Effective Articles attached thereto, is attached as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

5(A).

To approve the Articles, which includes separate proposals to approve and adopt amendments in the proposed Articles as set forth in subproposals 5(B)-5(F).

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
4,464,557   273,077     46,035     3,961,893  

 

5(B).

To eliminate the ability of holders of 25% of the votes entitled to be cast on an issue to call a special meeting.

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
2,636,524   1,953,027     194,118     3,961,893  

 

5(C).

To eliminate the fixed size of the Board of seven directors, allowing the Board to determine its size.

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
2,769,436   1,827,381     186,852     3,961,893  

 

5(D).

To eliminate the ability of shareholders to remove directors without cause.

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
2,646,045   1,953,088     184,536     3,961,893  

 

5(E).

To require a two-thirds majority of shareholders to amend specified provisions in the Articles.

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
2,731,063   1,855,920     196,686     3,961,893  

 

5(F).

To establish an exclusive forum in Washington for certain corporate and securities claims.

 

For

 

Against

   

Abstain

   

Broker Non-Vote

 
2,740,396   1,850,952     192,321     3,961,893  

 

Because a majority of the Company’s issued and outstanding common stock on the record date for the Annual Meeting did not vote in favor of Proposals 5(A)-5(F) (counting broker non-votes as entitled to vote), this Proposal 5 was not approved.

 

 

 

Item 9.01         Financial Statements and Exhibits.

 

 

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibits

     

3.1

 

Statement of Correction1

 

 

 

 

 

 

 

 

 

 

 


1 Exhibit A to the Statement of Correction includes the Effective Articles, which are identical to the amended and restated articles of incorporation that have been previously filed with the SEC and which are incorporated by reference herein. The Effective Articles consists of the Company’s: (i) Amended and Restated Articles of Incorporation filed with the SEC on August 17, 1999 as Exhibit 3.1(a) to its Form S‑1 (File No. 333‑85351); (ii) the Articles of Amendment to Amended and Restated Articles of Incorporation filed with the SEC on August 7, 2000 as Exhibit 3.1 to its Form 10‑Q (File No. 000-27687); and (iii) the Articles of Amendment to Amended and Restated Articles of Incorporation filed with the SEC on October 11, 2005 as Exhibit 3.1 to its Form 8‑K (File No. 000-27687).

 

 

 

 

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.

 

 

BSQUARE CORPORATION

 
       
       

Date: June 30, 2021

By:

/s/ Christopher Wheaton

 
   

Chief Financial and Operating Officer,

Secretary and Treasurer

 

 

 
Image Exhibit

Exhibit 3.1

 

 

BSQUARE CORPORATION

 

STATEMENT OF CORRECTION

 

Pursuant to RCW 23.95.220, the undersigned corporation hereby submits this Statement of Correction for the purpose of correcting and clarifying a document filed in the office of the Secretary of State.

 

 

1.

The name of the corporation is BSQUARE Corporation (the “Corporation”).

 

 

2.

The document to be corrected is the Corporation’s Amended and Restated Articles of Incorporation filed with the Secretary of State on June 14, 2021 (the “2021 Filing”).

 

 

3.

The 2021 Filing at the time of filing contained an inaccuracy because it was filed in error.

 

 

4.

The Corporation’s Amended and Restated Articles of Incorporation, as amended, that were in effect immediately prior to the erroneous filing of the 2021 Filing shall continue in full force and effect. Such Amended and Restated Articles of Incorporation are attached hereto as Exhibit A.

 

Dated this 30th day of June, 2021

 

 

 

BSQUARE CORPORATION

 
       
       
 

By:

/s/ Ralph C. Derrickson

 
   

Ralph C. Derrickson

 
   

President & Chief Executive Officer

 

 

 

 

 

 

Exhibit A

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