8-K 1 v092173_8k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 1, 2007 (October 31, 2007)

PERICOM SEMICONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)

0-27026
(Commission File Number)
77-0254621
(I.R.S. Employer Identification No.)

3345 North First Street, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)

(408) 435-0800
(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 (see General Instruction A.2. below):

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

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

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

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 
 

 

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

On October 31, 2007, the Board of Directors (the "Board") of Pericom Semiconductor Corporation (the "Company") approved an amendment to Article VII of the Amended and Restated Bylaws of the Company to permit the Board to provide for the issuance and transfer of uncertificated shares of the Company's stock. This amendment has been adopted in response to the NASDAQ requirement that companies be eligible by January 1, 2008, to participate in a direct registration system. The direct registration system allows shareholders to own and transact shares in electronic (book-entry) form without the issuance of physical certificates.

A copy of the amendment to the Company's Amended and Restated Bylaws is attached as exhibit 3.1 and the above description is qualified in its entirety by reference to the full text of the amendment as included in exhibit 3.1.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c)
Exhibits.

The exhibit listed below is being furnished with this Form 8-K.
 
Exhibit
Number
Description
   
3.1
Certificate of amendment of amended and restated bylaws of Pericom Semiconductor Corporation.

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.
 
     
 
PERICOM SEMICONDUCTOR CORPORATION
 
 
 
 
 
 
  By:   /s/ Angela Chen
 
Angela Chen
 
Chief Financial Officer
 
Date: November 1, 2007