Attached files
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| EX-3.1 - AMENDED AND RESTATED BYLAWS - AVISTAR COMMUNICATIONS CORP | exh_3-1.htm |
| EX-10.1 - 2010 EMPLOYEE STOCK PURCHASE PLAN - AVISTAR COMMUNICATIONS CORP | exh_10-1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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June 10, 2010
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Date of Report (date of earliest event reported)
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AVISTAR COMMUNICATIONS CORPORATION
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(Exact name of Registrant as specified in its charter)
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Delaware
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000-31121
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88-0463156
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1875 S. Grant Street, 10th Floor,
San Mateo, California 94402
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(Address of principal executive offices, including zip code)
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(650) 525-3300
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Avistar Communications Corporation (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on June 10, 2010. At the Annual Meeting, the stockholders approved a stock option exchange program (the “Exchange Program”), pursuant to which eligible holders of stock options will be offered the opportunity to exchange their eligible options to purchase shares of common stock outstanding under the Company’s existing equity incentive plans, for a smaller number of new options at a lower exercise price. The terms and conditions of the Exchange Program are described in the Company’s Proxy Statement dated April 30, 2010.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 21, 2010, the board of directors of the Company (the “Board”), adopted certain amendments to the Bylaws of the Company, subject to stockholder approval. At the Annual Meeting, the stockholders approved the amendment and restatement of the Bylaws as described in the Company’s Proxy Statement dated April 30, 2010. The Bylaws are filed as Exhibit 3.1 hereto, and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The information contained in Items 5.02 and 5.03 above are incorporated by reference. At the Annual Meeting, the stockholders of the Company elected to the Board the individuals listed below. Each director will serve until the next annual meeting or in each case until his successor is duly elected and qualified.
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Nominee
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Votes For
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Votes Withheld
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Broker
Non Votes*
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Gerald J. Burnett
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27,717,798 | 835,836 | 7,112,297 | |||||||||
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William L. Campbell
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27,681,121 | 872,513 | 7,112,297 | |||||||||
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Craig F. Heimark
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28,542,494 | 11,140 | 7,112,297 | |||||||||
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R. Stephen Heinrichs
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26,030,016 | 2,523,618 | 7,112,297 | |||||||||
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Robert M. Metcalfe
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28,541,954 | 11,680 | 7,112,297 | |||||||||
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Robert F. Kirk
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28,094,548 | 459,086 | 7,112,297 | |||||||||
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*
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Broker non-votes do not affect the outcome of the election.
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In addition, the following proposals were voted on and approved at the Annual Meeting.
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Votes For
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Votes Against
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Abstentions
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Broker
Non Votes
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Proposal to approve the amendment and restatement of the Company’s bylaws
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27,651,157 | 892,063 | 10,414 | 7,112,297 | ||||||||||||
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Proposal to approve the 2010 Employee Stock Purchase Plan (the “ESPP”)
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28,499,198 | 54,436 | 0 | 7,112,297 | ||||||||||||
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Proposal to approve a stock option exchange program pursuant to which eligible holders of stock options will be offered the opportunity to exchange their eligible options to purchase shares of common stock outstanding under the Company’s existing equity incentive plans, for a smaller number of new options at a lower exercise price
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27,645,206 | 900,396 | 8,032 | 7,112,297 | ||||||||||||
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Proposal to ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010
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35,421,780 | 805 | 243,346 | |||||||||||||
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The ESPP is filed as Exhibit 10.1 hereto, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
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Exhibit No.
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Description
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| 3.1 |
Amended and Restated Bylaws of Avistar Communications Corporation.
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| 10.1 |
2010 Employee Stock Purchase Plan.
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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.
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Date: June 16, 2010
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/s/ Elias MurrayMetzger
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Elias MurrayMetzger
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Chief Financial Officer, Chief Administrative Office and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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| 3.1 |
Amended and Restated Bylaws of Avistar Communications Corporation.
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| 10.1 |
2010 Employee Stock Purchase Plan.
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