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): December 17, 2008
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-50460 | | 16-1620029 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices)
(408) 321-6000
(Registrant’s telephone number, including area code)
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):
| ¨ | 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. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 17, 2008, the Board of Directors of Tessera Technologies, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”), to, among other things:
| | • | | amend existing provisions providing for advance notice of stockholder proposals and nominations to change the notice period for stockholder proposals or nominations (other than proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”)) to, in the case of an annual meeting of stockholders, not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting and, in the case of nominations to be made at a special meeting of stockholders, not earlier than 120 days and not later than 90 days prior to the date of the special meeting, as compared to the prior advance notice period of not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting and, in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made; and |
| | • | | amend existing provisions providing for advance notice of stockholder proposals and nominations (other than proposals properly made in accordance with Rule 14a-8) to expand the disclosure stockholders must provide when submitting proposals and nominations for consideration at a meeting to include, among other things, expanded information about director nominees and proponents’ economic, voting and other interests and relationships, including derivative securities, voting arrangements, short positions or other interests, related to the Company and its shares. |
As described in the Company’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2008, if a stockholder wishes to make a proposal to be included in the Company’s proxy statement for the Company’s 2009 Annual Meeting of Stockholders, the Company must have received the proposal no later than December 8, 2008, unless the date of the Company’s 2009 Annual Meeting of Stockholders is delayed by more than 30 calendar days, and the proposal must satisfy the requirements of the proxy rules promulgated by the SEC, including Rule 14a-8.
Under the Bylaws (as amended and restated), if a stockholder wishes to nominate a candidate for election to the Company’s Board of Directors at the Company’s 2009 Annual Meeting of Stockholders or to propose any other business to be brought before the Company’s 2009 Annual Meeting of Stockholders, the stockholder must give complete and timely written notice to the Secretary of the Company not later than February 13, 2009 nor earlier than January 15, 2009. If the date of the 2009 Annual Meeting of Stockholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date of the Company’s 2008 Annual Meeting of Stockholders, a stockholder’s notice must be delivered not later than the 90th day prior to the rescheduled meeting, or, if later, on the tenth day following the day on which the Company first make public announcement of the rescheduled meeting. A stockholder’s notice must contain specific information required by the Company’s Bylaws. A
stockholder who submits a nomination or proposal is required to update the information previously disclosed as of the record date for the meeting of stockholders and as of the date that is ten business days prior to the date of the meeting. Copies of the Bylaws are available upon request to Investor Relations, Tessera Technologies, Inc., 3025 Orchard Parkway, San Jose, California 95134 or may be obtained through the SEC’s website atwww.sec.gov. If a stockholder’s nomination or proposal is not timely and properly made in accordance with the procedures set forth in the Bylaws, it may not be brought before the Company’s 2009 Annual Meeting of Stockholders. If the nomination or proposal is nonetheless brought before the Company’s 2009 Annual Meeting of Stockholders and the presiding officer of the meeting does not exercise the power and duty to declare that such non-complying nomination or proposal shall be disregarded, the persons named in the proxy may use their discretionary voting power with respect to the nomination or proposal.
A copy of the Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing summary information regarding the Bylaws is qualified in its entirety by reference to the full text thereof.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
3.1 | | Amended and Restated Bylaws of Tessera Technologies, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| Date: December 20, 2008 | | | | TESSERA TECHNOLOGIES, INC. |
| | | |
| | | | By: | | /s/ Bernard J. Cassidy |
| | | | Name: | | Bernard J. Cassidy |
| | | | Title: | | Senior Vice President and General Counsel, Secretary |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
3.1 | | Amended and Restated Bylaws of Tessera Technologies, Inc. |
