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Form 8-K TESSERA TECHNOLOGIES For: Jan 09

January 14, 2016 4:59 PM EST

 

 

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): January 9, 2016

 

 

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, including Zip Code)

(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 January 9, 2016, the Board of Directors (the “Board”) of Tessera Technologies, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) to delete a provision that any director or the entire Board may be removed, only with cause, by the holders of not less than 66-2/3% of the shares then entitled to vote at an election of directors. The amendment was prompted by a recent decision of the Delaware Court of Chancery in a case involving unrelated parties. The amendment eliminates a possible conflict between the Bylaws and Section 141(k) of the Delaware General Corporation Law. Section 141(k) provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors (subject to certain exceptions).

The preceding discussion of the Company’s amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

  

Description

3.1    Amendment to the Amended and Restated Bylaws, effective as of January 9, 2016


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 hereunto duly authorized.

 

Date: January 14, 2016     TESSERA TECHNOLOGIES, INC.
    By:   /s/ Robert Andersen
    Name:   Robert Andersen
    Title:   Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

No.

  

Description

3.1    Amendment to the Amended and Restated Bylaws, effective as of January 9, 2016

Exhibit 3.1

AMENDMENT TO TESSERA TECHNOLOGIES, INC.

AMENDED AND RESTATED BYLAWS

Dated: January 9, 2016

Pursuant to the resolutions duly adopted by the Board of Directors of Tessera Technologies, Inc., a Delaware corporation (the “Company”), effective as of January 9, 2016, the Amended and Restated Bylaws of the Company, as amended and restated September 14, 2011, as further amended on August 29, 2012, December 19, 2012, March 1, 2013, March 25, 2013, April 29, 2013, May 22, 2013 and April 30, 2015 (the “Bylaws”), are amended as follows:

Section 3.11 of the Bylaws is hereby amended by deleting the first sentence of Section 3.11 of the Bylaws.



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