Attached files
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| EX-3.1 - EXHIBIT 3.1 - Support.com, Inc. | ex3_1.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
Date of Report (Date of earliest event reported): February 5, 2016 (February 5, 2016)
SUPPORT.COM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-30901
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94-3282005
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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900 Chesapeake Drive, 2nd Floor
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| Redwood City, CA | 94063 | |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code: (650) 556-9440
N/A
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 5, 2016, the Board of Directors of Support.com, Inc., a Delaware corporation (the “Company”), amended Article III, Section 6, of the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide that, consistent with Section 141(k) of the Delaware General Corporation Law and in light of a recent ruling by the Delaware Chancery Court in a litigation proceeding that did not involve the Company, any member of the Company’s Board of Directors or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as provided by applicable law.
The foregoing description of the amendments included in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws adopted by the Board on February 5, 2016, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference in this Item 5.03 in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
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(d)
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Exhibits
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Exhibit Number
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Description
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3.1
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Amended and Restated Bylaws of Support.com, Inc., as adopted by the Board of Directors on February 5, 2016
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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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SUPPORT.COM, INC.
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(Registrant)
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Date: February 5, 2016
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/s/ Elizabeth Cholawsky
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Elizabeth Cholawsky
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President and Chief Executive Officer
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3
EXHIBIT INDEX
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Exhibit Number
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Description
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Amended and Restated Bylaws of Support.com, Inc., as adopted by the Board of Directors on February 5, 2016
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