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EX-3.1 - EX-3.1 - TIBCO SOFTWARE INCd695273dex31.htm

 

 

UNITED STATES

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

Date of Report (Date of earliest event reported) March 14, 2014

 

 

TIBCO Software Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-26579   77-0449727

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3303 Hillview Avenue

Palo Alto, California 94304-1213

(Address of principal executive offices, including zip code)

(650) 846-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

On March 14, 2014, the Board of Directors (the “Board”) of TIBCO Software Inc. (the “Company”) amended the Company’s bylaws, which became effective immediately upon approval. The amendment to the bylaws deletes in its entirety the second paragraph of Section 3.3 (Election, Qualification and Term of Office of Directors), which disqualified for service any person that is a party to a compensatory, payment or other financial arrangement with, or has received compensation or payment from, any person or entity other than the Company, in each case in connection with that person’s candidacy or service as a director of the Company.

The Company’s Amended and Restated Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws attached hereto.

Item 9.01.     Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

  

Description

3.1    Amended and Restated Bylaws of TIBCO Software Inc.


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.

 

  TIBCO Software Inc.
By:    /s/ William R. Hughes
 

William R. Hughes

Executive Vice President, General Counsel and Secretary

Date: March 14, 2014


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Amended and Restated Bylaws of TIBCO Software Inc.