0001104659-10-020163.txt : 20100419 0001104659-10-020163.hdr.sgml : 20100419 20100416193045 ACCESSION NUMBER: 0001104659-10-020163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100416 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100419 DATE AS OF CHANGE: 20100416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOSONICS CORP CENTRAL INDEX KEY: 0001274032 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 330599368 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32217 FILM NUMBER: 10755885 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE, SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 373-1600 MAIL ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE, SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a10-8301_18k.htm 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

Date of Report (Date of earliest event reported): April 16, 2010

InfoSonics Corporation

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation)

010-32217
(Commission File Number)

33-0599368

(IRS Employer Identification
No.)

4350 Executive Drive, Suite 100, San Diego, CA 92121

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (858)-373-1600

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

On April 16, 2010, the Board of Directors of InfoSonics Corporation (the “Company”) unanimously approved an amendment to the Company’s Bylaws to provide for the election of directors at the annual meeting of stockholders by plurality vote, as opposed to the current majority vote standard for election of directors in the Company’s Bylaws.

The above description of the amendment to the Company’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amendment to Bylaws of InfoSonics Corporation dated April 16, 2010, a copy of which is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.2		Amendment to Bylaws of InfoSonics Corporation adopted by the Board of Directors on April 16, 2010.

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 hereunto duly authorized.

	InfoSonics Corporation

Date: April 16, 2010	By:	/s/ Roger Laungani
		Roger Laungani
		Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

3.2		Amendment to Bylaws of InfoSonics Corporation adopted by the Board of Directors on April 16, 2010.

EX-3.2 2 a10-8301_1ex3d2.htm EX-3.2

Exhibit 3.2

Amendment to Bylaws of InfoSonics Corporation

(approved by written consent of the Board of Directors on April 16, 2010)

Section 10 of Article II of the Bylaws of InfoSonics Corporation is hereby amended and restated in its entirety to read as follows:

“Section 10. Manner of Acting. When a quorum is present at any meeting, except as provided in Article III, Section 2 of these Bylaws with respect to the election of directors, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless a different vote is required by law or the articles of incorporation, in which case such express provision shall govern.”

Section 2 of Article III of the Bylaws of InfoSonics Corporation is hereby amended and restated in its entirety to read as follows:

“Section 2. Number, Tenure and Qualification. The number of directors of the corporation shall be determined by the board of directors and shall be not less than one or more than nine. Directors shall be elected at each annual meeting of stockholders, except as otherwise provided in Section 4 of this Article, by a vote of a plurality of stockholders present in person or by proxy at a meeting at which a quorum is present. Each director shall hold office for a term of one year and until his successor shall have been elected and shall qualify or until the earliest of his or her death, resignation or removal. A director can be reelected by the stockholders. Directors need not be residents of Maryland or stockholders of the Corporation.”