AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2005
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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
UNDER
THE SECURITIES ACT OF 1933
_________________
GENUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2790804
(STATE OR OTHER JURISDICTION OF _________________ (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1139 KARLSTAD DRIVE
SUNNYVALE, CALIFORNIA 94086
(408) 747-7120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
_________________
WILLIAM W. R. ELDER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENUS, INC.
1139 KARLSTAD DRIVE
SUNNYVALE, CALIFORNIA 94086
(408) 747-7120
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
THOMAS SAUERMILCH, ESQ. MARK REINSTRA, ESQ.
MCDERMOTT WILL & EMERY LLP WILSON SONSINI GOODRICH & ROSATI
50 ROCKEFELLER PLAZA PROFESSIONAL CORPORATION
NEW YORK, NEW YORK 10020 650 PAGE MILL ROAD
(212) 547-5400 PALO ALTO, CALIFORNIA 94304
(650) 493-9300
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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))
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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On March 7, 2005, the Board of Directors of Genus, Inc. approved an
amendment to the Company's Bylaws, effective as of February 9, 2005,
allowing for electronic or telephonic proxy voting by the corporation's
shareholders.
Formerly, Section 2.13 of the Company's bylaws provided, "Every person
entitled to vote for directors, or on any other matter, shall have the right to
do so either in person or by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation. A proxy
shall be deemed signed if the shareholders name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
shareholder or the shareholders attorney-in-fact."
The first, second and third sentences of Section 2.13 of the Company's
Bylaws now read as follows:
"Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person, via telephonic transmission or
electronic transmission, by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation. A proxy
shall be deemed signed if the shareholders name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, electronic
transmission, or otherwise) by the shareholder or the shareholders
attorney-in-fact. A proxy may be transmitted by an oral telephonic transmission
if it is submitted with information from which it may be determined that the
proxy was authorized by the shareholder, or his or her attorney in fact."
Attached and incorporated by reference in this Form 8-K is the following
exhibit: Amendment to Section 2.13 of the Bylaws of Genus, Inc.
Exhibit No. Description
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3(ii) Amendment to Section 2.13 of the Bylaws of Genus, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act or 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENUS, INC.
Date: March 9, 2005
By: /s/ Dr. William W. R. Elder
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Name: Dr. William W. R. Elder
Title: President and Chief Executive Officer
EXHIBIT INDEX
3(ii) Amendment to Section 2.13 of the Bylaws of Genus, Inc.
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The first, second and third sentences of Section 2.13 of the Company's Bylaws
now read as follows:
"2.13. Proxies. Every person entitled to vote for directors, or on
any other matter, shall have the right to do so either in person,
via telephonic transmission or electronic transmission, by one or more
agents authorized by a written proxy signed by the person and filed
with the secretary of the corporation. A proxy shall be deemed signed
if the shareholders name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission, electronic
transmission, or otherwise) by the shareholder or the shareholders
attorney-in-fact. A proxy may be transmitted by an oral telephonic
transmission if it is submitted with information from which it may be
determined that the proxy was authorized by the shareholder, or his or
her attorney in fact."
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