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| TRIDQ > SEC Filings for TRIDQ > Form 8-K on 13-Jul-2012 | All Recent SEC Filings |
13-Jul-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other E
Effective July 9, 2011, Trident Microsystems, Inc. (the "Company") adopted and filed with the Secretary of State of the State of Delaware a certificate of amendment (the "Certificate of Amendment") to amend the Amended and Restated Certificate of Designation of Series B Preferred Stock, par value $0.001 (the "Series B Preferred Stock"). Also, effective such date, the Company amended Article II, Section 7 of the Bylaws of the Company (the "Bylaws Amendment").
The principal changes included in the Certificate of Amendment and the Bylaws of the Company are to: (i) permit the Company to operate with fewer than seven directors; (ii) preclude the nomination of additional directors by the Series B Preferred Stock holders; and (iii) modify the quorum requirement to reference directors then in office, rather than all authorized directors.
As previously disclosed, following the sale of certain assets of the Company, a number of directors resigned leaving the Company with three remaining directors. Although the Board is authorized to amend the Company's Bylaws, any such amendment requires the affirmative vote of a majority of authorized, rather than sitting directors. Accordingly, the Company was not able to seat a quorum of directors. As such, on June 22, 2012, the Company requested the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), to enter an order, pursuant to section 105(a) of the Bankruptcy Code and section 303 of the General Corporation Law of the State of Delaware, modifying the Series B Preferred Stock Amended and Restated Certificate of Designation and the Company's Bylaws. On July 9, 2012, the Bankruptcy Court granted the motion.
The foregoing is not a complete summary of the terms of the Certificate of Amendment and the Bylaws Amendment described in this Item 5.03, and reference is made to the complete texts of the Certificate of Amendment and the Bylaws Amendment that are filed with this Current Report on Form 8-K as Exhibit 3(i) and Exhibit 3(ii).
As previously disclosed, on January 4, 2012, the Company and its wholly-owned subsidiary, Trident Microsystems (Far East) Ltd, a Cayman Islands corporation, (together with the Company, the "Debtors") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court.
On July 9, 2012, the Debtors filed their monthly operating report for the reporting period of May 2012 with the Bankruptcy Court, and subsequently filed an amended report on July 12, 2012. The amended May 2012 monthly operating report is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The monthly operating report contains unaudited financial information which has not been reviewed by independent accountants, is limited to the Debtors and is in a format prescribed by applicable bankruptcy laws. The financial information related to the Debtors included in the monthly operating report has been prepared to conform with specific instructions from the U.S. Trustee and is not presented in accordance with generally accepted accounting principles ("GAAP") or SEC regulations applicable to financial statements contained in periodic reports filed with the SEC. Preparation of the Debtors' financial statements in accordance with GAAP could result in material reconciliations and adjustments to certain financial information presented in the monthly operating reports.
The monthly operating report also contains information for periods that are different from those contained in the reports the Company has filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such information also may not be indicative of the financial condition or operating results of the Company and its subsidiaries for the periods reflected in the Company's financial statements or in its reports pursuant to the Exchange Act, or of future results. The financial information in the monthly operating report is not presented on a consolidated basis and does not present the consolidated results of the Company. Accordingly, the financial statements in the monthly operating reports cannot be compared with the consolidated financial condition and results of operations that the Company has reported in its Exchange Act filings.
Further information about the bankruptcy process is available at the Claims Agent's website at www.kccllc.net/trident.
(d) Exhibits
Exhibit 3(i) Certificate of Amendment of the Amended and Restated Certificate
of Designation of Series B Preferred Stock, filed July 9, 2012
Exhibit 3(ii) Amendment to Article II, Section 7 of the Bylaws of the Company
adopted on July 9, 2012
Exhibit 99.1 Operating results for the period from May 1, 2012 to May 31, 2012
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