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EX-3.2 - EXHIBIT - Qorvo, Inc.bylaws.htm
EX-3.1 - EXHIBIT - Qorvo, Inc.certificateofincorporation.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

October 3, 2014
(Date of earliest event reported)
Qorvo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
46-5288992
(State or Other Jurisdiction
(Commission File
(I.R.S. Employer
of Incorporation)
Number)
Identification No.)

7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)

(336) 664-1233
(Registrant's telephone number, including area code)

Rocky Holding, Inc.
(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.
Effective October 3, 2014, in connection with the Agreement and Plan of Merger and Reorganization dated February 22, 2014, as amended on July 15, 2014, by and among TriQuint Semiconductor, Inc., RF Micro Devices, Inc. and Rocky Holding, Inc. (the “Company”), the Company amended its Amended and Restated Certificate of Incorporation and amended and restated its bylaws to reflect the new name of the Company, Qorvo, Inc. The amendment to the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit No.
 
Description
3.1
 
Amendment to Amended and Restated Certificate of Incorporation of the Company
3.2
 
Amended and Restated Bylaws of the Company






 
SIGNATURE
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.
 
 
 
Qorvo, Inc.
 
 
 
 
 
 
By:
/s/ Robert A. Bruggeworth
 
 
 
Robert A. Bruggeworth
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
Date:
October 8, 2014
 
 






 
EXHIBIT INDEX
Exhibit No.
 
Description
3.1
 
Amendment to Amended and Restated Certificate of Incorporation of the Company
3.2
 
Amended and Restated Bylaws of the Company