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EX-3.1 - EXHIBIT - FEI COfeic-09162014ex31.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________
FORM 8-K
 _____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 15, 2014
Date of Report (Date of earliest event reported)
 _____________________________________________
FEI COMPANY
(Exact name of registrant as specified in its charter)
 _____________________________________________
 
 
 
 
 
Oregon
 
000-22780
 
93-0621989
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 726-7500
(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 September 15, 2014, the Board of Directors of FEI Company (the “Company”) amended and restated the Company's Amended and Restated Bylaws (as further amended and restated, the “Bylaws”) to provide that, unless the Company otherwise consents in writing to the selection of an alternative forum, certain types of shareholder litigation must be litigated exclusively in a state court located within the State of Oregon (or, if no state court located within the State of Oregon has jurisdiction, any federal district court for the District of Oregon). The Bylaws were effective as of the date that they were adopted by the Board.
The foregoing description is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
 
Exhibit No.
 
Description
 
 
3.1
 
Amended and Restated Bylaws, effective as of September 15, 2014





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FEI COMPANY
 
/s/ Bradley J. Thies
Bradley J. Thies
Senior Vice President, General Counsel and Secretary
Date: September 16, 2014





EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description
 
 
3.1
 
Amended and Restated Bylaws, effective as of September 15, 2014