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BSFT > SEC Filings for BSFT > Form 8-K on 20-Nov-2013All Recent SEC Filings

Show all filings for BROADSOFT, INC.

Form 8-K for BROADSOFT, INC.


20-Nov-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statem


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of November 15, 2013, the Board of Directors of BroadSoft, Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws to add a forum selection provision for the adjudication of certain disputes (as amended and restated, the "Second Amended and Restated Bylaws").

The new provision, Article XV, Section 48 of the Second Amended and Restated Bylaws, provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, and
(d) any action asserting a claim governed by the internal affairs doctrine. The provision further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provision.

The foregoing summary of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the complete Second Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

         Exhibit
         Number    Description

         3.1       Second Amended and Restated Bylaws of BroadSoft, Inc.


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