-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pJkgUl8oNxWJB1dwP6uDaU/D8m2SHWM8Uwv46BKvFntIF9fueQer/dxxEQFc1bFo erCx/mghE2XTIyyYnZ4+QA== 0000898430-95-000066.txt : 19950607 0000898430-95-000066.hdr.sgml : 19950607 ACCESSION NUMBER: 0000898430-95-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950125 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROPOLIS CORP CENTRAL INDEX KEY: 0000718865 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 953093858 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12046 FILM NUMBER: 95502911 BUSINESS ADDRESS: STREET 1: 21211 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187093300 MAIL ADDRESS: STREET 1: 21211 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 8-K 1 FORM 8-K DATED 1-24-95 ================================================================================ 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--January 24, 1995 ---------- MICROPOLIS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-3093858 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 21211 Nordhoff Street Chatsworth, California 91311 (Address of principal executive offices) (Zip Code) ---------- DALE J. BARTOS Copy to: Senior Vice President -- Finance BRIAN G. CARTWRIGHT, ESQ. and Chief Financial Officer Latham & Watkins Micropolis Corporation 633 West Fifth Street 21211 Nordhoff Street Suite 4000 Chatsworth, California 91311 Los Angeles, California 90071 (818) 709-3300 (213) 485-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) Micropolis Corporation Current Report on Form 8-K January 24, 1995 Table of Contents Page ---- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 3 -2- Item 5. Other Events - -------------------- On December 7, 1994, the Board of Directors of the Registrant adopted an amendment to the By-Laws of the Registrant, adding a new Section 10, "Stockholders Proposals at Annual Meetings" and a new Section 11, "Notice of Stockholder Nominees", to follow Section 9 of Article II of the By-Laws. A copy of this amendment is attached in the exhibit of this Form 8-K. Item 7. Financial Statements and Exhibits - ----------------------------------------- Financial Statements and Exhibits See accompanying Index to Financial Statements and Exhibits 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. MICROPOLIS CORPORATION Date: January 24, 1995 By: /s/ Dale J. Bartos ------------------------------- ----------------------------------- Dale J. Bartos Senior Vice President--Finance and Chief Financial Officer -3- Micropolis Corporation Index to Exhibits (Item 7) Exhibit ------- 1 Amendment to By-Laws -4- EX-1 2 AMENDED BY-LAWS EXHIBIT 1 Section 10. Stockholder Proposals at Annual Meetings. (a) Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting of the stockholders except in accordance with the procedures hereinafter set forth in this Section 10; provided, however, that nothing in this Section 10 shall be deemed to -------- ------- preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedures. (b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (3) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting as originally scheduled; provided, however, that in the event that less than -------- ------- sixty (60) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. Any adjournment(s) or postponement(s) of the original meeting whereby the meeting will reconvene within thirty (30) days from the original date shall be deemed for purposes of notice to be a continuation of the original meeting and no business may be brought before any such reconvened meeting unless timely notice of such business was given to the secretary of the Corporation for the meeting as originally scheduled. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the Corporation's stock which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. (c) The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 10, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 11. Notice of Stockholder Nominees (a) Notwithstanding anything in these By-Laws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 11 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders only (1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than fifty (50) days nor more than seventy-five (75) days prior to the meeting; provided, however, that in the event that -------- ------- less than sixty (60) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Any adjournment(s) or postponement(s) of the original meeting whereby the meeting will reconvene within thirty (30) days from the original date shall be deemed for purposes of notice to be a continuation of the original meeting and no nominations by a stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was timely for the meeting on the date originally scheduled. Such stockholder's notice shall set forth: (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor regulation thereto (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such stockholder, and (B) the class and number of shares of the Corporation which are beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. (c) The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this Section 11, and if we should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. -----END PRIVACY-ENHANCED MESSAGE-----