UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Item 5.03. Amendments to Articles of Incorporation or Bylaws
On May 1, 2023, Steel Connect, Inc., a Delaware corporation (the “Company”), filed a certificate of elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware with respect to the Series A junior participating preferred stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”) which, effective upon filing, eliminated from the Company’s restated certificate of incorporation all matters set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock of the Company for the Series A Preferred Stock.
A copy of the Certificate of Elimination with respect to the Company’s Series A Preferred Stock is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination of the Series A Junior Participating Preferred Stock of Steel Connect, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
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.
| Date: May 2, 2023 | Steel Connect, Inc. | |
| By: | /s/ Jason Wong | |
| Name: | Jason Wong | |
| Title: | Chief Financial Officer | |
2
Exhibit 3.1
CERTIFICATE OF ELIMINATION
with respect to
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
STEEL CONNECT, INC.
The undersigned, Maria Reda, does hereby certify that:
1. The undersigned is the duly elected and acting Secretary of Steel Connect, Inc., a Delaware corporation (the “Company”).
2. Pursuant to authority conferred upon the board of directors (the “Board”) of the Company by the restated certificate of incorporation (the “Restated Certificate of Incorporation”) of the Company, at a duly called meeting of the Board held on April 30, 2023, the Board adopted the following resolutions, which resolutions relate to the Series A junior participating preferred stock, par value $0.01 per share, of the Company (“Series A Preferred Stock”) previously established:
RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding, and none of the authorized shares of Series A Preferred Stock will be issued pursuant to the Certificate of Designations of Series A Junior Participating Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on October 18, 2011 (the “Certificate of Designations”); and further
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock.
3. I further declare under penalty of perjury that the matters set forth in this Certificate are true and correct statements of my own knowledge.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this 1st day of May, 2023.
| STEEL CONNECT, INC. | ||
| By: | /s/ Maria Reda | |
| Name: | Maria Reda | |
| Title: | Secretary | |