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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) November 17, 1999
DATUM INC.
(Exact name of registrant as specified in its charter)
Delaware 0-6272 95-2512237
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
9975 Toledo Way, Irvine, California 92618-1819
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 598-7500
Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index on Page 5
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ITEM 5. OTHER EVENTS
On November 17, 1999, Datum Inc. (the "Company") adopted four amendments
to its Bylaws. The first amendment provides that special meetings of the
shareholders may be called only by a majority of the Board of Directors, the
Chairman of the Board or the President. The second amendment provides that with
respect to shareholder action without a meeting, the Board of Directors may fix
a record date which shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. The
amendment provides that any shareholder of record seeking to take corporate
action by written consent shall request the Board of Directors to fix a record
date, and the Board of Directors shall promptly, and in all events within 10
days after the date on which such a request is received, adopt a resolution
fixing the record date.
The third amendment adds a section to the Bylaws providing that any
shareholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at an annual meeting of
shareholders, but only if written notice of such intent has been received by the
Secretary of the Corporation not less than 60 nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting of shareholders. In the
event that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary, or in the event of a special
meeting of shareholders for the purpose of electing one or more directors,
notice must be received by the Secretary of the Corporation not earlier than the
90th day prior to such meeting and not later than the close of business on the
later of (a) the 60th day prior to such meeting or (b) the 10th day following
the day on which notice of the date of the meeting was mailed or public
disclosure thereof was made by the Corporation, whichever first occurs. The
amendment also sets forth the information required to be included in any such
written notice by a shareholder intending to make a nomination or nominations
for the election of directors.
The fourth amendment adds a section to the Bylaws which provides that at
any meeting of the shareholders, only such business shall be conducted as shall
have been properly brought before such meeting. The amendment provides that for
business to be properly brought before an annual meeting by a shareholder, the
shareholder must give timely notice which must be received no less than 60 days
nor more than 90 days prior to the first anniversary of the preceding year's
annual meeting of shareholders. In the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60 days from such
anniversary, notice by the shareholder, to be timely, must be received not
earlier than the 90th day prior to such annual meetings of shareholders and not
later than the close of business on the later of (a) the 60th day prior to such
annual meeting or (b) the 10th day following the date on which notice of the
date of the annual meeting was mailed or public disclosure thereof was made,
whichever first occurs. The amendment also sets forth the information required
to be included in any such written notice, and prohibits shareholder proposals
at a special meeting of the shareholders. The amendment does not affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended.
The discussion of the Bylaw amendments above is qualified in its
entirety by reference to the full text of the Amended and Restated Bylaws, which
are attached hereto as an exhibit.
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ITEM 7. EXHIBITS
Exhibits:
3.2.1 Amended and Restated Bylaws of Datum Inc.
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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 thereunto duly authorized.
DATUM INC.
Date: November 17, 1999 By: /s/ DAVID A. YOUNG
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David A. Young
Chief Financial Officer
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EXHIBIT INDEX
Exhibits Description
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3.2.1 Amended and Restated Bylaws of Datum Inc.
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