8-K

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

July 15, 2010
Date of Report (Date of earliest event reported)

Actuate Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 0-24607
(Commission File Number) 94-3193197
(IRS Employer
Identification Number)

2207 Bridgepointe Parkway
Suite 500
San Mateo, California 94404
(Address of principal executive offices)(Zip Code)
(650) 645-3000
(Registrant’s telephone number, including area code)

(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:

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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     Effective July 15, 2010, the Board of Directors (the “Board”) of Actuate Corporation (the “Company”), upon recommendation from the Corporate Governance/Nominating Committee, appointed Mr. Raymond L. Ocampo Jr. to serve as a director of the Company until its next annual meeting of stockholders. Mr. Ocampo will also serve on the Board’s Audit Committee, Compensation Committee and Corporate Governance/Nominating Committee. In addition, the Board determined that Mr. Ocampo is “independent” under applicable corporate governance rules of NASDAQ.

     Mr. Ocampo will receive the standard annual cash retainer of $60,000 for his services as a non-employee director, and he will also be reimbursed for reasonable expenses incurred in connection with attendance of board or committee meetings. In addition, under the Company’s 1998 Equity Incentive Plan, Mr. Ocampo was awarded (i) an option to purchase 25,000 shares of the Company’s common stock with an exercise price of $5.25 per share, the fair market value on the grant date and (ii) a restricted stock unit award covering 12,500 shares of the Company’s common stock.

     On July 21, 2010, the Company issued a press release announcing the appointment of Mr. Ocampo to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

     On July 15, 2010, the Board approved an increase of the number of authorized directors of the Company from five (5) to six (6), and has amended its Amended and Restated Bylaws accordingly. A copy of the amendment to the Amended and Restated Bylaws of the Company is attached hereto as Exhibit as 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Amendment No. 2 to Amended and Restated Bylaws
99.1	Press release dated July 21, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Actuate Corporation
Date: July 21, 2010	By:	/s/ Peter I. Cittadini
		Name:	Peter I. Cittadini
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amendment No. 2 to Amended and Restated Bylaws
99	Press release dated July 21, 2010.

EX-3.1

Exhibit 3.1

Amendment No. 2 to Amended and Restated Bylaws

Section 3.1 of the Amended and Restated Bylaws of Actuate Corporation is hereby amended and restated in its entirety as follows:

“3.1 The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to an amendment to this bylaw adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such amendment is presented to the Board of Directors for adoption). The authorized number of directors shall be six (6). Directors need not be stockholders.”

EX-99.1

Exhibit 99.1

Appointment Adds Public Enterprise Software Management Expertise to Board of Directors

San Mateo, California, July 21, 2010 – Actuate Corporation (NASDAQ:ACTU), The people behind BIRT™, announced today that Raymond L. Ocampo Jr., an esteemed Silicon Valley leader with extensive enterprise software company expertise has joined the company’s Board of Directors.

“I met Ray in 1986 and have continued to be impressed by his general management skill and business acumen. By appointing him, we are adding another individual with deep and wide experience in running public enterprise software companies to our Board of Directors,” said Pete Cittadini, CEO and president of Actuate Corporation. “Ray is well respected in Silicon Valley and remains very active in the corporate and legal community. I look forward to working with him again.”

Raymond L. Ocampo Jr. is Chief Executive Officer of Samurai Surfer LLC, a private investment and consulting company, and is a member of the board of directors of PMI Group, Inc. and Keynote Systems, Inc. He retired in November 1996 as Senior Vice President, General Counsel and Secretary of Oracle Corporation after serving as its chief legal counsel for more than a decade. After retiring from Oracle Corporation, Mr. Ocampo co-founded the Berkeley Center for Law & Technology, the top-rated intellectual property program in the United States, and served as its executive director for two years. He has served on several public company boards since his retirement from Oracle Corporation and chairs the Asian Pacific Fund, a San Francisco-based community foundation. He was the 2001-2 chair of the Section of Science & Technology Law of the American Bar Association and is a member of the ABA Journal board of editors.

“Actuate’s unique open source-driven enterprise software business model is poised to capitalize on the momentum around BIRT,” said Raymond Ocampo. “I look forward to working closely with Pete, his management team, my fellow board members and the rest of the company to help Actuate to maximize its great potential.”

Actuate – the people behind BIRT

Actuate founded and continues to co-lead the Eclipse BIRT open source project. BIRT is the premier development environment for Rich Information Applications that present data in compelling and interactive ways via the web on any device. Actuate and its people are dedicated to making BIRT the best environment for our customers to develop Web 2.0 applications that drive revenue through higher customer satisfaction/loyalty and improve operational performance. The people of Actuate continually participate in and provide resources for the vibrant open source community that has emerged around BIRT. Anybody can participate in the BIRT movement by visiting www.birt-exchange.com.

Actuate offers value-add BIRT products and services that speed the development process and bring additional functionality, interactivity and enterprise scalability to BIRT-based Rich Information Applications. Actuate has over 4,500 customers globally in a diverse range of business areas including financial services and the public sector. Founded in 1993, Actuate is headquartered in San Mateo, California, with offices worldwide. Actuate is listed on NASDAQ under the symbol ACTU. For more information, visit the company’s web site at www.actuate.com.

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