Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Amendments to Articles of Incorporation
On November 12, 2020, the Company filed Articles of Amendment (the "Articles")
with the State Department of Assessments and Taxation of the State of Maryland,
effective as of the same date (the "Effective Time"). The Articles amend the
Company's charter to effect a reverse stock split such that (1) every 1.259446
shares of Class A Common Stock that were issued and outstanding immediately
prior to the Effective Time were changed into one issued and outstanding share
of Class A Common Stock, and (2) every 1.259446 shares of Class B Common Stock
that were issued and outstanding immediately prior to the Effective Time were
changed into one issued and outstanding share of Class B Common Stock. A copy of
the Articles is attached to this Current Report on form 8-K as Exhibit 3.1 and
is incorporated herein by reference.
Also on November 12, 2020, the Company filed Second Articles of Amendment and
Restatement (the "Second Amended Articles") with the State Department of
Assessments and Taxation of the State of Maryland, effective as of the same date
(the "Effective Time"). The Second Amended Articles amend the Company's charter
to effect a conversion of each share of the Class B Common Stock that were
issued and outstanding immediately prior to the Effective Time into one fully
paid and nonassessable share of Class A Common Stock. From and after the
Effective Time, certificates representing the Class B Common Stock now represent
the number of shares of Class A Common Stock in which such Class B Common Stock
was converted. Also at the Effective Time, the Class A Common Stock was renamed
and redesignated as common stock, par value $0.001 per share, of the
Corporation. The Consent Solicitation Statement relating to the Company's
solicitation of consents to amend the terms of the 12% Cumulative Exchangeable
Redeemable Preferred Stock, which was filed with the SEC on October 16, 2020,
contains a description of the Second Amended Articles. A copy of the Second
Amended Articles is attached to this Current Report on form 8-K as Exhibit 3.2
and is incorporated herein by reference.
Amendment to Bylaws
On November 13, 2020, the Board amended the Company's Bylaws (the "Bylaws"),
effective on that date. The Bylaw amendments grant the Board of Directors
greater discretion as to the timing and location of stockholder and board
meetings, which will facilitate or permit virtual meetings; require a majority
of the shares outstanding to request a special stockholder meeting and add a
process related to stockholder-requested special meetings; update the
organization and conduct of stockholder meetings; consolidate the opt-out
provision from the Maryland Control Share Acquisition Act; make appointment of
an inspector of election permissive rather than mandatory, which is consistent
with Maryland law; and make stock certificates optional to allow the Company to
move to uncertificated shares. A copy of the Bylaws is attached to this Current
Report on form 8-K as Exhibit 3.3 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
3.1 Articles of Amendment of Telos Corporation
3.2 Second Articles of Amendment and Restatement of Telos Corporation
3.3 Amended and Restated Bylaws of Telos Corporation
2
--------------------------------------------------------------------------------
S I G N A T U R E S
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.
TELOS Corporation
By: /s/ Michele Nakazawa
Michele Nakazawa
Chief Financial Officer
Date: November 16, 2020
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
TELOS CORP 
