8-K

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):  June 4, 2009
GRAPHICS PROPERTIES HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
	Delaware
	(State or Other Jurisdiction of Incorporation)
001-10441		94-2789662
(Commission File Number)		(IRS Employer Identification No.)
1140 East Arques Ave. Sunnyvale, California		94085
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (408) 524-1980
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 (see General Instruction A.2. below):

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  o 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.

On June 4, 2009, Graphics Properties Holdings, Inc. (the “Company”), previously Silicon Graphics, Inc., amended its Amended and Restated Certificate of Incorporation pursuant to the Certificate of Amendment of Amended and Restated Certificate of Incorporation of Silicon Graphics, Inc., a copy of which is attached hereto as Exhibit 3.1 (the “Amendment”).  The Amendment changes the name of the Company from Silicon Graphics, Inc., to Graphics Properties Holdings, Inc.

A resolution was adopted by the Board of Directors, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, on May 9, 2009, for the amendment of the Certificate of Incorporation.  An order has been entered pursuant to the Federal Bankruptcy Code, 11 U .S.C. §101 et seq., on behalf of the Company, approving the Amendment to change the name of the Company.  Stockholder approval for the Amendment is not required under Section 303 of the General Corporation Law of the State of Delaware.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Silicon Graphics, Inc.

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.

		GRAPHICS PROPERTIES HOLDINGS, INC.
Date:	June 8, 2009	By:	/s/ Barry Weinert
			Name:	Barry Weinert
			Title:	Chief Restructuring Officer

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SILICON GRAPHICS, INC.

Silicon Graphics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

That an order has been entered pursuant to the Federal Bankruptcy Code, 11 U.S.C. §101 et seq. on behalf of the Corporation.

That said order approves an amendment to change the name of the Corporation to Graphics Properties Holdings, Inc.

That a resolution was adopted by Board of Directors, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, on May 9, 2009 for the following amendment to the Certificate of Incorporation. The resolution setting forth the amendment is as follows:

Resolved, (i) the change of the name of the Corporation from “Silicon Graphics, Inc.” to “Graphics Properties Holdings, Inc.” be, and hereby is, authorized and approved; (ii) in order to effectuate such name change, the Amended and Restated Certificate of Incorporation of the Corporation be amended by restating paragraph 1 thereof so that, as amended, the first sentence of said paragraph shall read as follows: “The name of the Corporation is Graphics Properties Holdings, Inc.”; and (iii) each of the President, the Secretary or any Vice President of the Corporation at the time in office is, acting singly or collectively, authorized and directed to cause to be prepared a certificate of amendment to the Amended and Restated Certificate of Incorporation of the Corporation reflecting such amendment to paragraph 1 thereof and, upon the effectiveness of a decree or order of the bankruptcy court having jurisdiction over the Corporation’s Chapter 11 case authorizing such amendment, to execute and file such certificate of amendment with the Secretary of State of the State of Delaware and to file the same in the minute books of the Corporation.

That stockholder approval for said amendment is not required under Section 303 of the General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed on this 4th day of June, 2009.

By:	/s/ Barry Weinert
	Name:	Barry Weinert
	Title:	President

(Signature Page to Certificate of Amendment of Silicon Graphics, Inc.)