Item 2.02 Results of Operations and Financial Condition.
On October 26, 2009, Transcat, Inc. (the "Company") issued a press release
regarding its financial results for its fiscal year 2010 second quarter and six
months ended June 27, 2009.
The press release is attached as Exhibit 99.1 to this Form 8-K.
Item. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2008 annual meeting, the Company's shareholders approved an amendment
to the Company's Code of Regulations to allow the board of directors to amend
certain provisions of the Code of Regulations without shareholder approval.
On October 26, 2009, the board of directors amended the following provisions
of the Code of Regulations:
Article I - Meetings of Shareholders
Section 2. Special Meetings was amended to provide that the Chief Executive
Officer may also call a special meeting rather than the President.
Section 4. Notice of Meetings was amended to provide for alternative methods of
notice delivery.
Section 5. Quorum was amended to provide that a resolution adopted to adjourn a
meeting fix a date and place for such adjourned meeting.
Section 6. Proxies was amended to provide for alternative methods for delivery
of proxies.
Article II - Board of Directors
Section 6. Special Meetings was amended to provide that, in addition to any two
other directors, the Chief Executive Officer or the Chairman of the Board rather
than the President may call a special meeting; to delete the reference to
Assistant Secretary; and to provide for alternative methods of notice delivery.
Section 7. Quorum (re-titled Quorum and Action) was amended to provide that the
act of a majority of the directors present at a meeting at which a quorum is
present is the act of the board.
Section 8. Fees (re-titled Compensation) was amended to provide that the board
of directors may delegate authority to establish director compensation to a
committee of the board.
Article III - Executive and Other Committees
Section 1. How Constituted and the Powers Thereof was amended to delete the
reference to affixing the corporate seal to papers that may require it.
Section 3. Meetings was amended to provide for alternative methods of notice
delivery.
Section 7. Other Committees was amended to eliminate the provision that other
standing or special committees consist of not less than three directors.
Table of Contents
Article IV - Offices and Officers
Section 1. Officers - Number (re-titled Officers) was amended to also provide
for the election of a Chief Executive Officer and a Chief Financial Officer; to
delete specific references to Vice President, Controller, Assistant Secretaries
and Assistant Treasurers (all of which have been amended as described below);
and to provide signatory limitations.
Section 2. Election and Term of Office was amended to change the timing of
elections from annually to such time as the board may determine.
Article V - Duties of Officers
Section 2. President (re-titled Chief Executive Officer) was amended to assign
these responsibilities to the Chief Executive Officer rather than the President.
Section 3. Vice Presidents (re-titled President) was amended to assign these
responsibilities to the President, under the direction of the Chief Executive
Officer, rather than a Vice President.
A new Section 4. entitled Chief Operating Officer was added.
A new Section 5. entitled Chief Financial Officer was added.
Section 4. Secretary was amended to provide that, in addition to the board, the
Chief Executive Officer rather than the President may prescribe the duties of
this office.
Section 5. Assistant Secretaries (re-titled Assistant Secretary) was amended to
provide that, in addition to the board, the Chief Executive Officer rather than
the President may prescribe the duties of this office.
Section 6. Treasurer was amended to provide that, in addition to the board, the
Chief Executive Officer rather than the President may prescribe the duties of
this office.
Section 7. Assistant Treasurers (re-titled Assistant Treasurer) was amended to
provide that, in addition to the board, the Chief Executive Officer rather than
the President may prescribe the duties of this office.
Section 8. Controller was deleted.
Article VII - Interdealing was deleted.
Article VIII - Checks, Drafts, Etc. was deleted.
Article IX - Certificates for Shares
Section 4. Addresses for Shareholders was amended to delete the reference that,
as a default, notice may be addressed to a shareholder at the office of the
company.
Article X - Seal was deleted.
In addition to the amendments described above, the Code of Regulations was
also amended to make certain other non-substantive changes and related
formatting changes.
The amendments are effective as of October 26, 2009.
Table of Contents
The preceding description of the amendments is qualified in its entirety by
reference to the full text of the Company's Code of Regulations, as amended,
which are attached as Exhibit 3.1 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Code of Regulations, as amended
99.1 Transcat, Inc. Press Release dated October 26, 2009
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