Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 28, 2021, Flywire Corporation (the "Company") filed an amended and
restated certificate of incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware in connection with the closing of
the Company's initial public offering (the "IPO"). The Company's board of
directors and the Company's stockholders previously approved the Restated
Certificate to be filed in connection with, and to be effective upon, the
closing of the IPO.
The Restated Certificate amends and restates in its entirety the Company's
certificate of incorporation to, among other things: (i) authorize 2,000,000,000
shares of voting common stock; (ii) authorize 10,000,000 shares of voting common
stock; (iii) eliminate all references to the previously existing series of
preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred
stock that may be issued from time to time by the Company's board of directors
in one or more series; (iv) establish a classified board of directors, divided
into three classes, each of whose members will serve for staggered three-year
terms; (v) provide that directors may be removed from office only for cause and
only upon the affirmative vote of the holders of at least 66 2/3% of the holders
of the Company's then-outstanding shares of common stock; (vi) provide that the
Court of Chancery of the State of Delaware shall, to the fullest extent
permitted by law, be the sole and exclusive forum for (a) any derivative action
or proceeding brought on behalf of the Company, (b) any action asserting a claim
of breach of fiduciary duty owed by any director, officer, other employee or
stockholder of the Company to the Company or its stockholders, (c) any action
asserting a claim against the Company arising pursuant to any provision of the
General Corporation Law of the State of Delaware, any provision of the Restated
Certificate or Restated Bylaws (as defined below) of the Company (in each case,
as they may be amended from time to time) or governed by the internal affairs
doctrine; and (vii) provide that the federal district courts of the United
States of America shall, to the fullest extent permitted by law, be the sole and
exclusive forum for the resolution of any claims arising under the Securities
Act of 1933, as amended (the "Securities Act"). A description of the Restated
Certificate is set forth in the sections entitled "Risk Factors" and
"Description of Capital Stock" of the Company's Prospectus (the "Prospectus")
filed with the Securities and Exchange Commission on May 26, 2021 pursuant to
Rule 424(b) under the Securities Act relating to the Registration Statement on
Form S-1, as amended (File No. 333-255706).
The foregoing description of the Restated Certificate is qualified in its
entirety by reference to the full text of the Restated Certificate, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Effective as of May 28, 2021, the Company adopted amended and restated bylaws
(the "Restated Bylaws") in connection with the closing of the IPO. The Company's
board of directors and the Company's stockholders previously approved the
Restated Bylaws to be effective immediately prior to the closing of the IPO. The
Restated Bylaws restate the Company's bylaws in their entirety to, among other
things: (i) eliminate the ability of the Company's stockholders to take action
by written consent in lieu of a meeting and call special meetings of
stockholders; (ii) establish procedures relating to the presentation of
stockholder proposals at stockholder meetings; (iii) establish procedures
relating to the nomination of directors; and (iv) conform to the provisions of
the Restated Certificate. A description of the Restated Bylaws is set forth in
the sections of the Prospectus entitled "Risk Factors" and "Description of
Capital Stock."
The foregoing description of the Restated Bylaws is qualified in its entirety by
reference to the full text of the Restated Bylaws, a copy of which is filed as
Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Flywire
Corporation
3.2 Amended and Restated Bylaws of Flywire Corporation
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