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 (Date of earliest event reported) February 15, 2019

	Transportation Systems Holdings Inc.
	(Exact name of registrant as specified in its charter)

Delaware		000-55990	83-0543909
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

41 Farnsworth Street, Boston, MA			02210
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (617) 443-3000

	N/A
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On February 15, 2019, Transportation Systems Holdings Inc. (“TSHI”) filed with the State of Delaware an amended and restated certificate of incorporation (the “Amended and Restated Charter”) to authorize the issuance of blank check preferred stock and to increase the number of shares of common stock authorized for issuance.

The Amended and Restated Charter replaced in their entirety the provisions contained in TSHI’s original certificate of incorporation, which was filed with the State of Delaware on May 15, 2018.

The foregoing information is qualified by reference to the Amended and Restated Charter, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and 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 Transportation Systems Holdings Inc.

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.

		Transportation Systems Holdings Inc.
		(Registrant)


Date: February 20, 2019		/s/ Thomas LaFrance
		Thomas LaFrance General Counsel & Secretary

Transportation Systems Holdings Inc. 8-K