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VTSS > SEC Filings for VTSS > Form 8-K on 14-May-2014All Recent SEC Filings




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

Item 5.03 -- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On May 8, 2014, the Board of Directors of Vitesse Semiconductor Corporation approved amendments to our Amended and Restated Bylaws (the "Bylaws"). The amendments took effect immediately upon approval by our Board.
The amendments update the advance notice procedures in the Bylaws provided in
Section 2.08 of Article 2, which govern the process by which stockholders can propose business for consideration at annual meetings of stockholders. The amended provisions expand the scope of disclosures required of a stockholder seeking to bring a business proposal before a meeting of stockholders by requiring disclosure of, among other things, information about Vitesse shares held by certain affiliates and associates of the stockholder and about derivative or other transactions involving shares held by these parties or by the stockholder, including disclosure of arrangements which might cause such persons' voting, investment or economic interests in our voting shares to differ from those of other stockholders.
In addition, the amendments add a new Article 10 to the Bylaws mandating the adjudication of certain disputes in state and federal courts located within the state of Delaware.
The full text of the Bylaws, as amended, is filed as exhibits to this report. Item 9.01 -- Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
Number  Description
3.1          Amended and Restated Bylaws. Incorporated by reference to Exhibit
             3.2 to the Registrant's Current Report on Form 8-K (File No.
             001-31614) filed with the Securities and Exchange Commission on
             December 2, 2004.

3.2 Amendment No. 1 to Amended and Restated Bylaws.

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