Travelzoo
TRAVELZOO INC (Form: 8-K, Received: 05/10/2017 17:22:41)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________________
FORM 8-K
____________________________________________________
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   May 8, 2017
____________________________________________________

Travelzoo Inc.
(Exact name of registrant as specified in its charter)
____________________________________________________
Delaware
000-50171
36-4415727
(State or Other
Jurisdiction of
Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
590 Madison Avenue, 37th Floor
New York, New York
10022
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (212) 484-4900
(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 ( see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 5, 2017, Travelzoo Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation with the Delaware Secretary of State to amend Article First of the Company’s Certificate of Incorporation to change the name of the corporation to “Travelzoo”. The effective date of the amendment is May 8, 2017. A copy of the Certificate of Amendment of Certificate of Incorporation is filed herewith as Exhibit 3.4.

Item 9.01.        Financial Statements and Exhibits.
(d)           Exhibits.  See Exhibit Index






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.

 
 
TRAVELZOO INC.
 
 
 
 
Date:
May 10, 2017
By:
/s/ Glen Ceremony
 
 
 
Glen Ceremony
Chief Financial Officer






EXHIBIT INDEX

Exhibit
Description
 
 
3.4
Certificate of Amendment of Certificate of Incorporation effective May 8, 2017
.






Exhibit 3.4



CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TRAVELZOO INC.

Pursuant to Section 242 of the
General Corporation Law of
the State of Delaware
____________________________

Travelzoo Inc. (the “ Corporation ”), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
 
FIRST :         Article FIRST of the Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:
        
“FIRST:        The name of the Corporation is Travelzoo.”

SECOND :    The foregoing amendment was 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 signed by its authorized officer this 5 day of May, 2017.


 
 
TRAVELZOO INC.
 
 
 
 
 
 
By:
/s/ Glen Ceremony
 
 
Name:
Glen Ceremony
 
 
Title:
Chief Financial Officer and Corporate Secretary