Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
(a) On, and effective as of, March 5, 2009, the Board of Directors of Trident
Microsystems, Inc. (the "Company") adopted amendments to Article I, Section 2,
Article I, Section 7 and Article II, Section 12 of the Company's Amended and
Restated Bylaws.
The following description of the amendments is qualified in its entirety by the
text of the amended sections, attached as Exhibit 3.3. The provisions of
Article I, Section 2 were revised to clarify the requirements and procedures for
the calling of a special meeting by stockholders, including without limitation
to provide (i) for the form and content of a notice of stockholders requesting a
special meeting, (ii) that upon the request of certain requisite stockholders,
the Board shall fix a record date applicable for both determining stockholders
entitled to participate in calling a special meeting and for the special
meeting, (iii) that the Board shall fix the date, time and place of the special
meeting [instead of the stockholders calling such meeting], (iv) that the Board
may submit its own proposals for consideration at such a special meeting, and
(v) that stockholders shall not be permitted to propose business to be brought
before a special meeting other than as set forth in Article I, Section 2. The
provisions of Article I, Section 7 were revised to clarify the requirements and
procedures for the notice of business proposed by a stockholder to be conducted
at an annual or special meetings called by stockholders pursuant to Article I,
Section 2, including without limitation to specify additional information
required from requesting stockholders and to require information on derivative
instruments and information from persons acting in concert. The provisions of
Article II, Section 12 were revised to clarify the procedures for the nomination
of director candidates by stockholders and to revise the requirements for
information to be included with a stockholder notice for any such nomination,
including to require information on derivative instruments and information from
persons acting in concert.
The Sections of the Bylaws of the Company that were amended are attached hereto
as Exhibit 3.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.3 Amended Sections of Bylaws
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