Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 13, 2012
PEREGRINE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 001-35623 | 86-0652659 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9380 Carroll Park Drive
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 731-9400
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment and Restatement of Certificate of Incorporation
On August 13, 2012, Peregrine Semiconductor Corporation (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock. The Company’s board of directors and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the closing of the Company’s initial public offering.
The Restated Certificate amends and restates in its entirety the Company’s amended and restated certificate of incorporation, as amended, to, among other things:
| • | authorize 100,000,000 shares of common stock; |
| • | eliminate all references to the previously existing series of preferred stock and authorize 5,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series; |
| • | permit the Company’s board of directors to adopt, amend or repeal the bylaws without obtaining stockholder approval; |
| • | require the approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal the bylaws; |
| • | require the approval of the holders of at least 66 2/3% of the shares entitled to vote at an election of directors to remove directors with cause; |
| • | prohibit the removal of directors without cause, subject to the rights of any series of preferred stock to elect additional directors under specified circumstances; |
| • | establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; |
| • | prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company’s stockholders; and |
| • | require advance notice of stockholder nominations for election to the Company’s board of directors to be brought by stockholders before any meeting of the Company’s stockholders. |
The foregoing description is qualified in its entirety by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
On August 13, 2012, the Company adopted amended and restated bylaws in connection with the closing of the Company’s initial public offering of shares of its common stock. The Company’s board of directors and stockholders previously approved the amended and restated bylaws to be adopted in connection with, and to be effective upon, the closing of the Company’s initial public offering.
2
The amended and restated bylaws, among other things:
| • | provide that special meetings of stockholders may be called only by the chairman of the board of directors or the chief executive officer, or by the board of directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships; |
| • | establish advance notice requirements for stockholder nominations for election to the Company’s board of directors and for proposals to be brought by stockholders before any meeting of the Company’s stockholders; |
| • | prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company’s stockholders; |
| • | set forth the rights, powers and manner of acting of the board of directors and officers of the Company; |
| • | establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; |
| • | permit the Company’s board of directors to create committees of the board of directors; and |
| • | provide for the indemnification of directors and officers of the Company, and allow the indemnification of employees and agents of the Company, in each case to the extent not prohibited by applicable law. |
The foregoing description is qualified in its entirety by reference to the Company’s amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| Exhibit 3.1 | Restated Certificate of Incorporation of Peregrine Semiconductor Corporation | |
| Exhibit 3.2 | Amended and Restated Bylaws of Peregrine Semiconductor Corporation | |
3
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.
| PEREGRINE SEMICONDUCTOR CORPORATION | ||
| Date: August 17, 2012 | /s/ Jay Biskupski | |
| Jay Biskupski Chief Financial Officer | ||
4
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 3.1 | Restated Certificate of Incorporation of Peregrine Semiconductor Corporation | |
| Exhibit 3.2 | Amended and Restated Bylaws of Peregrine Semiconductor Corporation | |
5