SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 24, 2015
Spark Networks, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-32750 |
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20-8901733 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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11150 Santa Monica Boulevard, Suite 600, Los Angeles, California |
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90025 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(310) 893-0550
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 |
Amendments to Articles of Incorporation or Bylaws. |
On February 24, 2015, the Board approved an amendment to the Company’s Bylaws, effective the same date, to add a new Section 8.4 to Article 8 thereto that provides that, unless the Company consents in writing to the selection of an alternative forum, a state court located in the State of Delaware (or, if no state court located in the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) 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 stockholders, (iii) any action asserting a claim arising pursuant to the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws (as either may be amended from time to time, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware.
A copy of the Company’s Third Amended and Restated Bylaws, as amended and restated on February 24, 2015, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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3.1 |
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Third Amended and Restated Bylaws, as amended effective February 24, 2015. |
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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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SPARK NETWORKS, INC. |
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Date: February 25, 2015 |
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By: |
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/s/ Michael S. Egan |
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Name: |
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Michael S. Egan |