Actel Corp 8-k (events Or Changes Between Quarterly Reports) 2009-02-20
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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 19, 2009
ACTEL CORPORATION __________________________________________ (Exact name of registrant as specified in its charter)
California _____________________ (State or other jurisdiction of incorporation)
000-21970 _____________ (Commission File Number)
2061 Stierlin Court, Mountain View, California _________________________________ (Address of principal executive offices) Registrant’s telephone number, including area code:
77-0097724 ______________ (I.R.S. Employer Identification No.) 94043-4655 ___________ (Zip Code) 650-318-4200
Not Applicable ______________________________________________ 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))
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Top of the Form Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 19, 2009, the Company’s Board of Directors amended Section 2.14 of the Company’s Bylaws to further extend by one (1) week the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was further extended by the Board at the request of Ramius LLC. The revised deadline is February 27, 2009.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Section 2.14 of the registrant’s Bylaws, as amended.
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Top of the Form 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.
ACTEL CORPORATION February 20, 2009
By: David L. Van De Hey Name: David L. Van De Hey Title: Vice President & General Counsel
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Top of the Form Exhibit Index
Exh ibit No.
De scription
3.1
Section 2.14 of the registrant’s Bylaws, as amended.
2.14 ADVANCE NOTICE OF SHAREHOLDER NOMINEES Nominations of persons for election to the board of directors of the corporation may be made at a meeting of shareholders by or at the direction of the board of directors or by any shareholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary of the day on which notice of the date of the prior year’s annual meeting was mailed; provided, however, that with respect to the 2009 annual meeting, a shareholder’s notice shall be timely if so delivered or received by the close of business on February 27, 2009. Such shareholder’s notice shall set forth (a) as to each person, if any, whom the shareholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation that are beneficially owned by such person, (iv) any other information relating to such person that would be required by law to be disclosed in solicitations of proxies for election of directors, and (v) such person’s written consent to being named as a nominee and to serving as a director if elected; and (b) as to the shareholder giving the notice: (i) the name and address, as they appear on the corporation’s books, of such shareholder, and (ii) the class and number of shares of the corporation that are beneficially owned by such shareholder, and (iii) a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) relating to the nomination. At the request of the board of directors, any person nominated by the board for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the shareholder’s notice of nomination that pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section. The chair of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the chair should so determine, he or she shall so declare at the meeting and the defective nomination shall be disregarded.
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 19, 2009
ACTEL CORPORATION __________________________________________ (Exact name of registrant as specified in its charter)
California _____________________ (State or other jurisdiction of incorporation)
000-21970 _____________ (Commission File Number)
2061 Stierlin Court, Mountain View, California _________________________________ (Address of principal executive offices) Registrant’s telephone number, including area code:
77-0097724 ______________ (I.R.S. Employer Identification No.) 94043-4655 ___________ (Zip Code) 650-318-4200
Not Applicable ______________________________________________ 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))
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Top of the Form Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 19, 2009, the Company’s Board of Directors amended Section 2.14 of the Company’s Bylaws to further extend by one (1) week the deadline for shareholders to nominate candidates for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Shareholders. The deadline was further extended by the Board at the request of Ramius LLC. The revised deadline is February 27, 2009.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Section 2.14 of the registrant’s Bylaws, as amended.
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Top of the Form 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.
ACTEL CORPORATION February 20, 2009
By: David L. Van De Hey Name: David L. Van De Hey Title: Vice President & General Counsel
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Top of the Form Exhibit Index
Exh ibit No.
De scription
3.1
Section 2.14 of the registrant’s Bylaws, as amended.
2.14 ADVANCE NOTICE OF SHAREHOLDER NOMINEES Nominations of persons for election to the board of directors of the corporation may be made at a meeting of shareholders by or at the direction of the board of directors or by any shareholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary of the day on which notice of the date of the prior year’s annual meeting was mailed; provided, however, that with respect to the 2009 annual meeting, a shareholder’s notice shall be timely if so delivered or received by the close of business on February 27, 2009. Such shareholder’s notice shall set forth (a) as to each person, if any, whom the shareholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation that are beneficially owned by such person, (iv) any other information relating to such person that would be required by law to be disclosed in solicitations of proxies for election of directors, and (v) such person’s written consent to being named as a nominee and to serving as a director if elected; and (b) as to the shareholder giving the notice: (i) the name and address, as they appear on the corporation’s books, of such shareholder, and (ii) the class and number of shares of the corporation that are beneficially owned by such shareholder, and (iii) a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) relating to the nomination. At the request of the board of directors, any person nominated by the board for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the shareholder’s notice of nomination that pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section. The chair of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the chair should so determine, he or she shall so declare at the meeting and the defective nomination shall be disregarded.
