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): June 3, 2010
InterDigital, Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania
(State or other jurisdiction of incorporation)
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1-11152
(Commission File Number)
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23-1882087
(IRS Employer Identification No.) |
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781 Third Avenue, King of Prussia, Pennsylvania
(Address of Principal Executive Offices)
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19406-1409
(Zip Code) |
Registrant’s telephone number, including area code: 610-878-7800
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:
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))
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| Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. |
On June 3, 2010, InterDigital, Inc. (the “company”) held its 2010 annual meeting of
shareholders (the “2010 annual meeting”). At the 2010 annual meeting, the company’s shareholders,
upon the recommendation of the board of directors (the “board”), voted in favor of amending the
company’s articles of incorporation (the “articles”) and bylaws (the “bylaws”) to phase out the
classification of the board and provide for the annual election of all directors commencing in
2013. The shareholders also approved certain immaterial conforming and technical changes to the
articles. The voting results are set forth in Item 5.07 below. These amendments to the articles
and the bylaws are more fully described in Appendix A to the company’s proxy statement for the 2010
annual meeting filed with the Securities and Exchange Commission on April 30, 2010.
In addition, on June 3, 2010, after the 2010 annual meeting, the board approved an amendment
to Article FIFTH of the articles to authorize the issuance of uncertificated shares of stock. At
the same time, the board approved several conforming amendments to the company’s bylaws to allow
for the issuance and transfer of both certificated and uncertificated shares of stock, as well as
to permit the board to authorize the company’s transfer agent to issue new certificated or
uncertificated shares in place of lost certificates in certain circumstances. Lastly, the bylaws
were also amended to make certain immaterial conforming and technical changes.
On June 4, 2010, the company filed, with the approval of the board, Articles of Amendment (the
“Articles of Amendment”) with the Department of State of the Commonwealth of Pennsylvania to amend
and restate the articles to reflect the amendments approved by the shareholders at the 2010 annual
meeting as well as the amendment to Article FIFTH described in the preceding paragraph.
Both the Articles of Amendment and the amendments to the bylaws described above became
effective on June 4, 2010 upon the filing of the Articles of Amendment with the Department of State
of the Commonwealth of Pennsylvania.
This summary of the amendments to the articles and the bylaws does not purport to be complete
and is qualified in its entirety by reference to the full text of the articles and bylaws, each as
amended and restated, which are attached as Exhibits 3.1 and 3.2, respectively, to this report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As stated above in Item 5.03, the company’s 2010 annual meeting of shareholders was held on
June 3, 2010. The matters voted on at the 2010 annual meeting and the voting results for each
matter are set forth below.