UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1, |
Not Applicable | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 30, 2020, MagnaChip Semiconductor Corporation (the “Company”) changed its name to “Magnachip Semiconductor Corporation” (the “Name Change”). The Name Change, which was effective as of December 30, 2020, was accomplished pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, filed with the Secretary of State of Delaware on December 30, 2020. The Name Change was approved by the Company’s Board of Directors. Under Section 242 of the Delaware General Corporation Law, the Name Change does not require stockholder approval. The Name Change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s Certificate of Incorporation in connection with the Name Change. The Company’s common stock continues to trade on the New York Stock Exchange under its current stock symbol “MX”. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| MAGNACHIP SEMICONDUCTOR CORPORATION | ||||||
| Dated: December 30, 2020 | By: | /s/ Theodore S. Kim | ||||
| Theodore Kim | ||||||
| Chief Compliance Officer, General Counsel and Secretary | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF MAGNACHIP SEMICONDUCTOR CORPORATION
A Delaware Corporation
MagnaChip Semiconductor Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: That the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware effective as of March 10, 2011 at 12:30 p.m. (the “Certificate of Incorporation”).
SECOND: That the Certificate of Incorporation is hereby amended by changing ARTICLE FIRST thereof so that, as amended, said ARTICLE FIRST shall be read in its entirety as follows:
“ARTICLE FIRST
The name of the corporation is Magnachip Semiconductor Corporation (the “Corporation”).”
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 30th day of December, 2020.
| MAGNACHIP SEMICONDUCTOR CORPORATION | ||
| By: | /s/ Theodore S. Kim | |
| Theodore S. Kim | ||
| Chief Compliance Officer, General Counsel and Secretary | ||
Document and Entity Information |
Dec. 30, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MAGNACHIP SEMICONDUCTOR Corp |
| Amendment Flag | false |
| Entity Central Index Key | 0001325702 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Dec. 30, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34791 |
| Entity Tax Identification Number | 83-0406195 |
| Entity Address, Address Line One | c/o MagnaChip Semiconductor S.A. |
| Entity Address, City or Town | Allée Scheffer |
| Entity Address, Postal Zip Code | L-2520 |
| Entity Address, Country | LU |
| City Area Code | (352) |
| Local Phone Number | 45-62-62 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | MX |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |