UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) May 25, 2005
Superconductor Technologies Inc.
| Delaware (State or Other Jurisdiction of Incorporation) |
0-21074 (Commission File Number) |
77-0158076 (IRS Employer Identification No.) |
| 460 Ward Drive, Santa Barbara, CA | 93111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 690-4500
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))
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||||||
| SIGNATURES | ||||||||
| ITEM 9.01 EXHIBITS | ||||||||
| Exhibit 3.1 | ||||||||
| Exhibit 10.1 | ||||||||
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2005, at the Company’s Annual Meeting the stockholders approved several amendments to the Company’s 2003 Equity Incentive Plan which amendments became effective on May 25, 2005. The changes are:
The following table summarizes the changes to the 2003 Equity Plan:
| Prior Limit | Revised Limit | |||||||
| Plan Limit or Sublimit | (shares) | (shares) | ||||||
Maximum number of shares available
for issuance of all awards to all
participants (Section 4.1.1) |
6,000,000 | 12,000,000 | ||||||
Maximum number of shares available for
awards of restricted stock, performance
units and performance shares (Section
4.1.2) |
1,800,000 | 3,600,000 | ||||||
Maximum number of shares available for
options and SARs to a single participant in
one year (Section 4.1.3): |
||||||||
First year of service |
1,200,000 | 2,400,000 | ||||||
Subsequent years of service |
600,000 | 1,200,000 | ||||||
Maximum number of shares available for
all types of awards to a single participant
in one year (Section 4.1.4): |
||||||||
First year of service |
1,200,000 | 2,400,000 | ||||||
Subsequent years of service |
600,000 | 1,200,000 | ||||||
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 25, 2005, the Board of Directors approved (i) the compilation of a number of existing amendments to the Company’s bylaws into a single amended and restated bylaws (the “Amended and Restated Bylaws”); and (ii) an amendment to the director and officer indemnification provisions of the Amended and Restated Bylaws to provide maximum protection under Delaware law.
The compilation itself involved no substantive changes to the bylaws. By deleting ineffective and unnecessary provisions and adding some additional provisions regarding indemnification that our board of directors deems desirable and in the Company’s best interests, the amended bylaws update our previous bylaws to be consistent with current Delaware law and practices typical of modern Delaware corporations. The Company encourages stockholders to review the complete terms of the Amended and Restated bylaws, which are incorporated by reference as an exhibit to this report. The changes to the indemnification provisions were made to provide the greatest protection available to the Company’s officers and directors in the event of an indemnification claim which was always the intent of the bylaw provisions.
The Amended and Restated Bylaws are effective as of May 25, 2005 and are attached hereto as Exhibit 3.1 to this Current Report.
SIGNATURES
Pursuant to the requirement 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.
| Superconductor Technologies Inc. |
||||
| Date: May 27, 2005 | By: | /s/ Martin S. McDermut | ||
| Martin S. McDermut, Senior Vice | ||||
| President, Chief Financial Officer and Secretary |
||||
ITEM 9.01 EXHIBITS
| (c) | EXHIBITS |
| 3.1 | Amended and Restated Bylaws of Superconductor Technologies Inc. | |||
| 10.1 | 2003 Equity Incentive Plan, as amended May 25, 2005 | |||