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: May 27, 2014
(Date of earliest event reported)
Turtle Beach Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 001-35465 | 27-2767540 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
100 Summit Lake Drive, Suite 100
Valhalla, New York 10595
(Address of principal executive offices)
914-345-2255
(Registrant’s telephone number, including area code)
Parametric Sound Corporation
(Registrant’s former name)
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 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2014, Turtle Beach Corporation (formerly known as Parametric Sound Corporation) (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Nevada, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Charter Amendment amended the Company’s Articles of Incorporation to effect a change of the Company’s corporate name from “Parametric Sound Corporation” to “Turtle Beach Corporation” (the “Name Change”). The Name Change was approved by the Company’s board of directors on January 30, 2014 and a majority of the Company’s stockholders by written consent on February 26, 2014, and became effective on May 28, 2014.
In connection with the Name Change, the Company also amended its bylaws (the “Bylaws Amendment”) to reflect the new corporate name. A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 – Other Events
In connection with the Name Change, the new CUSIP number for the Company’s common stock is 900450107. The Company’s common stock will continue to trade under the ticker symbol “HEAR” on the NASDAQ Global Market.
On May 27, 2014, the Company issued a press release announcing the Name Change, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment to Articles of Incorporation of Turtle Beach Corporation (f/k/a Parametric Sound Corporation), as filed with the Secretary of State of the State of Nevada on May 20, 2014. | |
| 3.2 | Certificate of Amendment to Bylaws of Turtle Beach Corporation (f/k/a Parametric Sound Corporation), dated May 28, 2014. | |
| 99.1 | Press release dated May 27, 2014. | |
SIGNATURE
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.
| Dated: May 28, 2014 | TURTLE BEACH CORPORATION | |||||
| By: | /s/ Juergen Stark | |||||
| Juergen Stark | ||||||
| Chief Executive Officer and President | ||||||
Exhibit Index
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation of Turtle Beach Corporation (f/k/a Parametric Sound Corporation), as filed with the Secretary of State of the State of Nevada on May 20, 2014. | |
| 3.2 | Certificate of Amendment to Bylaws of Turtle Beach Corporation (f/k/a Parametric Sound Corporation), dated May 28, 2014. | |
| 99.1 | Press release dated May 27, 2014. | |
Exhibit 3.1
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Parametric Sound Corporation
2. The articles have been amended as follows: (provide article numbers, if available)
Article 1 hereby is amended to read in its entirety as follows:
1. Name of corporation: Turtle Beach Corporation
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 52%
4. Effective date of filing: (optional) 5/28/14
(must not be later than 90 days after the certificate is filed)
5. Signature: (required)
X
| ||
| Signature of Officer | ||
| * | If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. |
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State Amend Profit-After | |
| Revised: 3-6-09 |
SECRETARY OF STATE
THE GREAT SEAL OF THE STATE OF
NEVADA
ALL FOR OUR COUNTRY
STATE OF NEVADA
NEVADA STATE BUSINESS LICENSE
TURTLE BEACH CORPORATION
Nevada Business Identification # NV20101413903
Expiration Date: June 30, 2014
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a
Nevada State Business License for business activities conducted within the State of Nevada.
This license shall be considered valid until the expiration date listed
above unless suspended or revoked in accordance with Title 7 of Nevada Revised Statutes.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal
of State, at my office on May 20, 2014
ROSS MILLER
Secretary of State
This document is not transferable and is not issued in lieu of any locally-required business license, permit or registration.
Please Post in a Conspicuous Location
You may verify this Nevada State Business License online
at www.nvsos.gov under the Nevada Business Search.
Exhibit 3.2
Certificate of Amendment
of the Bylaws (as amended) of
Turtle Beach Corporation
I, John T. Hanson, in my capacity as Secretary of Turtle Beach Corporation, a Nevada corporation (the “Company”), certify that on January 30, 2014, the Board of Directors of the Company adopted a resolution approving an amendment to the Bylaws of the Company (the “Bylaws”) as provided below, pursuant to Article XIII, Section 44 of the Bylaws.
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. Defined Terms. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Bylaws.
2. Amendments to Bylaws
| (a) | The Bylaws shall be amended in their entirety by replacing all references to “Parametric Sound Corporation” with the phrase “Turtle Beach Corporation”. |
3. Except as expressly amended hereby, the Bylaws remain in full force and effect.
Dated: May 28, 2014
| By: | /s/ John T. Hanson | |
| Name: | John T. Hanson, Chief Financial Officer and Secretary |
Exhibit 99.1
PARAMETRIC SOUND COMPLETES NAME CHANGE TO TURTLE BEACH CORPORATION
CUSIP change effective on opening of trading on May 28.
SAN DIEGO, CALIFORNIA, May 27, 2014 — Turtle Beach Corporation (NASDAQ: HEAR), a leading innovator of audio products and solutions, has announced it has changed its name from Parametric Sound Corporation, effective immediately.
The Company’s common stock has been assigned a new CUSIP number 900450 107 in connection with the name change. Outstanding stock certificates are not affected and do not need to be exchanged.
“For over three decades Turtle Beach has used innovation and quality to redefine audio for millions of consumers,” said Juergen Stark, chief executive officer of Turtle Beach. “As we move our business forward the name Turtle Beach Corporation will benefit shareholders by aligning the name with our highly visible consumer brand and its legacy of performance in audio.”
Investors are encouraged to visit the company’s new website, www.turtlebeachcorp.com, to learn more about the company and its new investment profile. The company will continue to market innovative audio products under the Turtle Beach and HyperSound® brands.
The company designs and markets premium audio peripherals for video game consoles, personal computers and mobile devices under the brand Turtle Beach (TurtleBeachCorp.com), including officially-licensed headsets for the next-generation Xbox One and PlayStation®4 consoles.
Under the brand HyperSound (HyperSound.com), the company markets pioneering directed audio solutions that beam sound to a specific listening area without the ambient noise of traditional speakers. HyperSound has applications in digital signage and kiosks, healthcare and consumer electronics.
##
About Turtle Beach Corporation
Turtle Beach Corporation (www.turtlebeachcorp.com) designs audio products for consumer, commercial and healthcare markets. Under the brand Turtle Beach (TurtleBeach.com), the company markets premium headsets for use with personal computers, mobile devices and video game consoles, including officially-licensed headsets for the next-generation Xbox One and PlayStation®4 consoles. Under the brand HyperSound (HyperSound.com), the company markets pioneering directed audio solutions that have applications in digital signage and kiosks, consumer electronics and healthcare. The Company’s shares are traded on the NASDAQ Exchange under the symbol NASDAQ:HEAR.
For more information:
Anne Rakunas
Investor Relations
ICR
Anne.Rakunas@icrinc.com
+1-310-954-1113
David Lowey
Corporate Communications
Turtle Beach Corporation
David.Lowey@turtlebeach.com
+1-914-844-2759