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): July 11, 2012
PLANAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| OREGON | 0-23018 | 93-0835396 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1195 NW Compton Drive
Beaverton, Oregon 97006
(503) 748-1100
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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; CHANGES IN FISCAL YEAR |
Effective as of July 11, 2012, the Board of Directors of Planar Systems, Inc. (the “Company”) approved an amendment to the Company’s Second Restated Bylaws (the “Bylaw Amendment”) that authorizes the Board of Directors to permit shareholders to participate in meetings of the Company’s shareholders by electronic means. Specifically, the Bylaw Amendment provides that the Board of Directors, by resolution adopted in advance either specifically with respect to a particular meeting or generally with respect to future meetings, may permit any or all shareholders to participate in an annual or special meeting of the Company’s shareholders by the use of any means by which all shareholders may simultaneously hear each other. Although the Bylaw Amendment authorizes the Board of Directors to permit shareholders to participate in a shareholder meeting by electronic means, meetings of the Company’s shareholders will continue to be held in person at a physical location and all shareholders will continue to be entitled to attend shareholder meetings in person if they prefer to do so.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed herewith as Exhibit 3.1.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| 3.1 |
Amendment to Second Restated Bylaws of Planar Systems, Inc. | |
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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 thereunto duly authorized on July 17, 2012.
| PLANAR SYSTEMS, INC. (Registrant) | ||
| By: | /s/ Stephen M. Going | |
| Stephen M. Going Senior Vice President, General Counsel and Secretary | ||
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Exhibit 3.1
Bylaw Amendment
Article 2 of the Company’s Second Restated Bylaws is hereby amended by adding thereto a new Section 2.13 which shall read in its entirety as follows:
2.13 Participation at Meeting. The Board of Directors, by resolution adopted in advance either specifically with respect to a particular meeting or generally with respect to future meetings, may permit any or all shareholders to participate in an annual or special meeting by use of any means of communication by which all shareholders may simultaneously hear each other. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting. The notice of each annual or special meeting of shareholders at which participation in the manner authorized by this Section 2.13 is permitted shall state that fact and shall describe how any shareholder may notify the corporation of the shareholder’s desire to be included in the meeting.