-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cfmma03T3+CQKcZJiEKNj6vBl4cBXgFBMbh6UFJ45kBFbjc7KIhsUJr0hxJC7i2r +NPhuOr0OGA/PvnzA+2uqw== 0001009675-97-000005.txt : 19970327 0001009675-97-000005.hdr.sgml : 19970327 ACCESSION NUMBER: 0001009675-97-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970317 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAWTEK INC \FL\ CENTRAL INDEX KEY: 0001009675 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 591864440 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28276 FILM NUMBER: 97563137 BUSINESS ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 BUSINESS PHONE: 4078868860 MAIL ADDRESS: STREET 1: 1818 SOUTH HIGHWAY 441 CITY: APOPKA STATE: FL ZIP: 32703 8-K 1 FORM 8-K - AMENDMENT TO ARTICLES OF INCORPORATION 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): March 17, 1997 SAWTEK INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 0-28276 (Commission File No.) 59-1864440 (IRS Employer Identification No.) 1818 South Highway 441 Apopka, Florida 32703 (Address of principal executive offices) Registrant's telephone number, including area code: (407) 886-8860 Item 5. Other Events. On March 17, 1997, the shareholders of Sawtek Inc. (the "Company") voted to amend the Articles of Incorporation of the Company to increase the number of authorized shares of Common Stock, par value $.0005 per share, from 40,000,000 shares to 120,000,000 shares. This amendment was adopted pursuant to a recommendation by the Board of Directors to the shareholders of the Corporation and approved by the required majority of the shareholders on March 17, 1997, at a special meeting of the shareholders. Item 7. Financial Statements and Exhibits (c) Exhibits (99) Articles of Amendment to Articles of Incorporation of Sawtek Inc. as adopted March 17, 1997 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. SAWTEK INC. By: /s/ Raymond A. Link Vice President Finance and Chief Financial Officer March 24, 1997 EX-99 2 AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT (99) ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF SAWTEK INC. The undersigned, Steven P. Miller, President of Sawtek Inc., a Florida corporation (the "Corporation") hereby executes the following Amendment to the Articles of Incorporation of the Corporation: ARTICLE I: Name. The name of the Corporation is Sawtek Inc. ARTICLE II: Amendment. The Articles of Incorporation of the Corporation are hereby amended as follows: The first paragraph of Article IV, of the Articles of Incorporation, is deleted in its entirety and replaced by the following: "The maximum number of shares of its common stock that the Corporation is authorized to have outstanding at any one time is 120,000,000 shares, $0.0005 per share par value (the "Common Stock"). The maximum number of shares of its preferred stock that the Corporation is authorized to have outstanding at any time is 1,000,000 shares, $0.01 per share par value (the "Preferred Stock"). The consideration to be paid for each share shall be fixed by the Board and may be paid in whole or in part in cash or other property, tangible or intangible, or in labor or services actually performed or to be performed for the Corporation, with a value, in the judgment of the directors, equivalent to or greater than the full value of the shares. ARTICLE IV: This amendment to the Articles of Incorporation was adopted by the Corporation on March 17, 1997, pursuant to a recommendation by the Board of Directors of the Corporation to the shareholders of the Corporation and approval by the required majority of the shareholders on March 17, 1997, at a special meeting of the shareholders. The number of votes cast for the amendment by the shareholders was sufficient for approval. IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to Articles of Incorporation, this 20th day of March, 1997. SAWTEK INC. By: /s/ Steven P. Miller President -----END PRIVACY-ENHANCED MESSAGE-----