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): November 16, 2006
CYMER, INC.
(Exact name of registrant as specified in its charter)
NEVADA | | 0-21321 | | 33-0175463 |
(State or jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
17075 THORNMINT COURT
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices)
(858) 385-7300
(Registrant’s telephone number, including area code)
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 (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))
Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
(a) On November 16, 2006, our Board of Directors (the “Board”) amended and restated our Bylaws. The amendment and restatement of our Bylaws were effective immediately. The following provisions in our Bylaws were changed as a result of the amendment and restatement. The foregoing summary of the changes to the terms of our Bylaws is subject to, and qualified in its entirety by our amended and restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference:
1.
Provision | | Provision, as amended | | Former provision |
Article 4 | | Only the chief executive officer or a majority of the Board may call special meetings of the stockholders. | | Only the president or a majority of the Board may call special meetings of the stockholders. |
Section 5.1 | | Notice of stockholders’ meetings must be given by the chairman of the Board, chief executive officer, the president, a vice president, the secretary, an assistant secretary or any other person designated by the Board. | | Notice of stockholders’ meetings must be given by the chief executive officer, the president, a vice president, the secretary, an assistant secretary or any other person designated by the Board. |
Section 12.1 | | Special meetings of the Board must be called by the chairman of the Board, the chief executive officer, the president, a vice president, the treasurer, the secretary, an assistant secretary or two directors. Duration of the minimum notice period for calling special meetings may be shortened by the chairman of the Board or the chief executive officer in the case of an emergency. | | Special meetings of the Board must be called by the president, a vice president, the treasurer, the secretary, an assistant secretary or two directors. Duration of the minimum notice period for calling special meetings may be shortened by the chairman of the Board or the president in the case of an emergency. |
Article 24 | | The treasurer’s own bond shall be in the custody of the chief executive officer. The provision allowing the treasurer to sign certificates of stock together with the president has been removed. | | The treasurer’s own bond shall be in the custody of the president. The treasurer, together with the president, may sign certificates of stock. |
Article 25 | | Any of our officers or directors may resign at any time by giving written notice to the Board, the chairman of the Board, the chief executive officer or the secretary. | | Any of our officers or directors may resign at any time by giving written notice to the Board, the chairman of the Board, the president or the secretary. |
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2.
Article 9 was amended to conform language concerning the revocation of stockholder proxies to the language provided in the Nevada Revised Statutes.
Article 29, Sections 29.1, 29.2 and 29.4 were amended to update references to the sections of the Nevada Revised Statutes relating to the indemnification of our officers, directors, employees and agents.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Bylaws of the registrant, as amended and restated through November 16, 2006.
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SIGNATURE
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.
| CYMER, INC. |
| |
| By: | /s/ Nancy J. Baker | |
Date: November 21, 2006 | | Nancy J. Baker |
| | Senior Vice President and Chief |
| | Financial Officer |
| | |
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INDEX TO EXHIBITS
3.1 | | Bylaws of the registrant, as amended and restated through November 16, 2006. |
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