Document
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
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Date of Report (Date of Earliest Event Reported): | | February 21, 2017 |
Universal Technical Institute, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware | 1-31923 | 86-0226984 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
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16220 North Scottsdale Road, Suite 100, Scottsdale, Arizona | | 85254 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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Registrant’s telephone number, including area code: | | 623-445-9500 |
Not Applicable
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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))
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On February 21, 2017, Universal Technical Institute, Inc. (the Company) entered into an Amendment dated as of February 21, 2017 (the Amendment) to the Rights Agreement, dated as of June 29, 2016, by and between Universal Technical Institute, Inc. and Computershare Inc., as Rights Agent. The Amendment was approved by the Company's Board of Directors on February 21, 2017.
The Amendment changes the "Final Expiration Date" in Section 7(a) of the Rights Agreement from June 28, 2017 to February 21, 2017, effectively terminating the Rights Agreement as of that date. A copy of the press release regarding the Amendment is attached hereto as Exhibit 99.1.
The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The summary of the Amendment in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibit to this Current Report is listed in the Exhibit Index set forth elsewhere herein.
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.
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| | Universal Technical Institute, Inc. |
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February 21, 2017 | | By: | | /s/ Chad A. Freed |
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| | | | Name: Chad A. Freed |
| | | | Title: General Counsel, Executive Vice President of Corporate Development |
Exhibit Index
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Exhibit No. | | Description |
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4.1 | | Amendment dated February 21, 2017 to Rights Agreement by and between Universal Technical Institute, Inc. and Computershare Inc., as Rights Agent.
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99.1 | | Press Release of Universal Technical Institute, Inc., dated February 21, 2017 |