pcyg8k_oct192016
UNITED STATES
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): October 19, 2016
Park City Group, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-03718
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37-1454128
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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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299 South Main Street, Suite 2370
Salt Lake City, Utah 84111
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(Address of principal executive offices)
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(435)
645-2100
(Registrant’s telephone number, including area
code)
Not Applicable
(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:
☐ 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))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year.
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On
October 19, 2016, the Board of Directors of Park City Group, Inc.
(the “Company”)
approved an amendment to and restatement of the Company’s
current bylaws, a copy of which is attached hereto as Exhibit 3.1
(the “Amended and
Restated Bylaws”).
The Amended and Restated Bylaws (i) add procedures by which the
Company’s shareholders may propose items at the
Company’s annual meeting of shareholders, (ii) modify the
provision governing the size of the Company’s Board of
Directors, and (iii) add a new provision requiring that, unless the
Company consents in writing to the selection of an alternative
forum, the state courts (and, in some cases, the federal courts)
located within the State of Nevada shall be the sole and exclusive
forum for certain types of litigation including (a) any derivative
action or proceeding brought on behalf of the Company, (b) any
action asserting a claim of breach of a fiduciary duty owed by any
director or officer or other employee of the Company to the Company
or the Company's stockholders, (c) any action asserting a claim
against the Company or any director or officer or other employee of
the Company arising pursuant to any provision of the Nevada Revised
Statutes, the Company's Articles of Incorporation or the Amended
and Restated Bylaws, or (d) any action asserting a claim against
the Company or any director or officer or other employee of the
Company governed by the internal affairs doctrine.
The foregoing
description of the Amended and Restated Bylaws does not purport to
be complete and is qualified in its entirety by reference to the
full text thereof, filed as Exhibit 3.1 to this Current Report on
Form 8-K, which exhibit is incorporated by reference
herein.
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Item 9.01
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Financial Statements and Exhibits.
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See
Exhibit Index.
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 thereunto duly authorized.
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Date:
October
21, 2016
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By:
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/s/ Edward L.
Clissold
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Edward L.
Clissold
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Secretary and
General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended
and Restated Bylaws of Park City Group, Inc., dated October 19,
2016
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