Attached files
file | filename |
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EX-99.1 - EX-99.1 - ATMEL CORP | f54856exv99w1.htm |
EX-3.2 - EX-3.2 - ATMEL CORP | f54856exv3w2.htm |
EX-3.1 - EX-3.1 - ATMEL CORP | f54856exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 5, 2010
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-19032 | 77-0051991 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2325 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 441-0311
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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 2.02. Results of Operations and Financial Condition
On February 8, 2010, Atmel Corporation (Atmel or the Company) issued a press release discussing
its financial results for the fourth quarter and full year ended December 31, 2009. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In September 1999, in connection with Atmels adoption of a Preferred Shares
Rights Agreement (the Rights Agreement), Atmel filed a Certificate of
Designations of Rights, Preferences and Privileges of Series A Preferred Stock
(the Certificate of Designations) with the Secretary of State of the State of
Delaware, which pursuant to Delaware law, became part of the Companys
Certificate of Incorporation.
In
connection with the expiration of the Rights Agreement in October 2009, Atmel filed with the Secretary of State of the State of Delaware a Certificate
of Elimination of Series A Preferred Stock on February 5, 2010,
removing the Certificate of Designations from the Companys
Certificate of Incorporation, and also filed a Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, solely to restate and integrate
and not to further amend the provisions of the Companys Certificate of Incorporation.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
3.1
|
Certificate of Elimination of Series A Preferred Stock, filed with the Secretary of State of the State of Delaware on February 5, 2010 | |
3.2
|
Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 5, 2010 | |
99.1
|
Press release, dated as of February 8, 2010, entitled Atmel Reports Fourth Quarter and Full Year 2009 Financial Results. |
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SIGNATURES
Pursuant to the requirements 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.
Atmel Corporation |
||||
Date: February 8, 2010 | By: | /s/ Stephen Cumming | ||
Stephen Cumming | ||||
Vice President Finance and Chief Financial Officer | ||||
Date: February 8, 2010 | By: | /s/ David McCaman | ||
David McCaman | ||||
Vice President Finance and Chief Accounting Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
3.1
|
Certificate of Elimination of Series A Preferred Stock, filed with the Secretary of State of the State of Delaware on February 5, 2010 | |
3.2
|
Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 5, 2010 | |
99.1
|
Press release, dated as of February 8, 2010, entitled Atmel Reports Fourth Quarter and Full Year 2009 Financial Results. |
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