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
May 16, 2007
Date of Report (date of earliest event reported)
ADVENT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware | | 0-26994 | | 94-2901952 |
(State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
incorporation or organization) | | | | Identification Number) |
600 Townsend Street
San Francisco, California 94103
(Address of principal executive offices)
(415) 543-7696
(Registrant’s telephone number, including area code)
(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:
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))
TABLE OF CONTENTS
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 8.01 Other Events
ITEM 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 3.2
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 16, 2007 and effective as of such date, Advent Software, Inc.’s (the “Company”) Board of Directors (the “Board”) approved an amendment to Section 3.2 of the Company’s Bylaws to reduce the membership of the Board from eight to six members in connection with the retirements of Terry H. Carlitz and William F. Zuendt from the Company’s Board. The amended and restated Bylaws of the Company are attached and filed as Exhibit 3.2 to this current report on Form 8-K.
ITEM 8.01 Other Events
Effective May 16, 2007, A. George Battle, a current member of the Board, has been appointed to serve on the Company’s Audit Committee. The Board has determined that Mr. Battle meets the independence criteria as defined in the corporate governance listing standards of The Nasdaq Stock Market.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit No. | | | | Exhibit Description |
3.2 | | Amended and Restated Bylaws of Advent Software, 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, thereunto duly authorized.
| ADVENT SOFTWARE, INC. |
| | |
| | |
| | |
| By: | /s/ Graham V. Smith | | |
| | Graham V. Smith |
| | Executive Vice President, |
| | Chief Financial Officer and Secretary |
| | (Principal Financial and Accounting Officer) |
Dated: May 21, 2007
