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EX-3.1 - EX-3.1 - POLYCOM INCd142848dex31.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 12, 2016

 

 

POLYCOM, INC.

(Exact name of registrant as specified in its charter)

 

 

 

State of Delaware   000-27978   94-3128324

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6001 America Center Drive

San Jose, California

  95002
(Address of principal executive offices)   (Zip Code)

(408) 586-6000

Registrant’s telephone number, including area code

N/A

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 12, 2016, Kevin T. Parker delivered his resignation from the board of directors (the “Board”) of Polycom, Inc. (the “Company”), effective on February 12, 2016. Gary Daichendt is currently serving as Chairman of the Board of the Company.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 16, 2016, the Board approved an amendment to Section 3.2 of the Company’s Bylaws, effective as of such date, to decrease the size of the Board from eight (8) to seven (7) members in order to eliminate the vacancy resulting from Mr. Parker’s resignation. A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 hereto and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws of Polycom, Inc., as amended effective February 16, 2016.


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.

 

POLYCOM, INC.
By:  

/s/ Sayed M. Darwish

  Sayed M. Darwish
  Chief Legal Officer and Executive Vice President, Corporate Development

Date: February 17, 2016


EXHIBIT INDEX

 

Exhibit
No.

  

Description

3.1    Amended and Restated Bylaws of Polycom, Inc., as amended effective February 16, 2016.