Current Report Filing (8-k)
April 08 2016 - 5:10AM
Edgar (US Regulatory)
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): April 5, 2016
ITEX Corporation
(Exact Name of Registrant as
Specified in its Charter)
Nevada
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0-18275
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93-0922994
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS employer identification number)
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3326
160
th
Avenue SE, Suite 100, Bellevue, WA
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98008
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(Address of principal executive
offices)
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(Zip code)
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Registrant’s telephone, including
area code
(425) 463-4000
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N/A
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(Former name or former address,
if changed since last report)
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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 Instruction
A.2. below):
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o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
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On April 5, 2016, the bylaws of ITEX Corporation
were amended to modify the advance notice bylaw set forth in Section 2.6. The advance notice bylaw currently provides that, with
respect to stockholder nominations and proposals for annual meetings, the advance notice must be given not less than 90 or more
than 150 days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the previous
year’s meeting. The advance notice bylaw was modified to provide that this same notice period would also apply in the case
of an annual meeting of shareholders that is called for a date that is not within 30 calendar days before or after the anniversary
of the annual meeting in the immediately preceding year.
In addition, the advance notice bylaw
was modified to clarify certain procedures and disclosures provisions with respect to stockholder proposals, including adding
a provision requiring stockholder proponents to be present in person at the annual meeting, requiring stockholder proponents to
disclose other associates or participants with whom the stockholder is acting in concert, and if the stockholder proponent is
a business entity, to disclose controlling persons.
The Amended and Restated Bylaws of the
Company are attached hereto as Exhibit 3.2 and are incorporated herein by reference. The description of the bylaw amendments is
qualified in its entirety by reference to Exhibit 3.2.
On April 5, 2016, the Board of Directors
of ITEX Corporation declared a cash dividend of $0.10 per share payable on June 10, 2016, to stockholders of record as of the
close of business on June 1, 2016.
Item 9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
Number
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Description
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3.2
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Amended
and Restated Bylaws of ITEX Corporation
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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.
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ITEX Corporation
(Registrant)
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Date
:
April 8, 2016
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By:
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/s/ Steven White
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Steven White
Chief Executive Officer
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