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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its stockholders at the Special Meeting of Stockholders held on September 7, 2023 (the “Special Meeting”), Applied Optoelectronics, Inc. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 7, 2023 (the “Charter Amendment”) to increase the number of authorized shares of the Company’s common stock, $0.001 par value per share, from 45,000,000 to 80,000,000, and the total number of authorized shares of the Company’s capital stock of all classes from 50,000,000 to 85,000,000.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Special Meeting on September 7, 2023. Holders of an aggregate of 31,785,027 shares of the Company’s common stock at the close of business on July 19, 2023 were entitled to vote at the meeting, of which 20,198,356 or 63.54% of the eligible shares were represented in person or by proxy. The matters voted upon at the Special Meeting and the final results of those votes were as follows:
Proposal 1: To approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 45,000,000 shares to 80,000,000 shares.
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Votes For |
Votes Against |
Votes Abstaining | ||
| 17,563,297 | 2,508,496 | 126,563 |
Proposal 2: To adjourn the meeting if sufficient shares are not represented at the meeting “FOR” proposal 1.
|
Votes For |
Votes Against |
Votes Abstaining | Broker Non-Votes | |||
| 12,988,480 | 1,418,866 | 165,727 | 5,625,283 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Applied Optoelectronics, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| Applied Optoelectronics, Inc. | ||
| By: | /s/ DAVID C. KUO | |
| David C. Kuo | ||
Senior Vice President and Chief Legal Officer | ||
Date: September 7, 2023
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
APPLIED OPTOELECTRONICS, INC.
Applied Optoelectronics, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Applied Optoelectronics, Inc.” |
| 2. | The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 25, 2013. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 1, 2013. |
| 3. |
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by amending the first paragraph of Article IV to provide as follows:
“The total number of shares of capital stock which the Corporation shall have authority to issue is 85,000,000, of which (i) 80,000,000 shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the “Undesignated Preferred Stock”).” |
| 4. | The foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 7th day of September, 2023.
| APPLIED OPTOELECTRONICS, INC. | ||
| By: | /s/ David Kuo | |
| Name: | David Kuo | |
| Title: | Chief Legal and Compliance Officer and Corporate Secretary | |