0001144204-08-005064.txt : 20080130 0001144204-08-005064.hdr.sgml : 20080130 20080130162057 ACCESSION NUMBER: 0001144204-08-005064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080126 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 08561452 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 8-K 1 v101417_8-k.htm

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) January 26, 2008

Glowpoint, Inc.

(Exact name of registrant as specified in its Charter)

Delaware	0-25940	77-0312442
(State or other jurisdiction	(Commission	(I.R.S Employer
of incorporation)	File Number)	Identification No.)

225 Long Avenue Hillside, NJ		07205
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (312) 235-3888

Not Applicable

(Former name or former address, if changed since last report)

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION AND BYLAWS; CHANGE IN FISCAL YEAR

On January 26, 2008, the Board of Directors of Glowpoint, Inc. (the "Company") amended the Company's by-laws, effective immediately, to provide that executive vice presidents are officers of the Company and require appointment by the Board of Directors, while vice presidents shall not be officers of the Company nor perform any policy-making function on behalf of the Company and may be appointed by the Company’s president. The amendment to the by-laws is attached hereto as Exhibit 3.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired. Not Applicable.

(b) Pro Forma Financial Information. Not Applicable.

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to the By-Laws of Glowpoint, Inc., amended as of January 26, 2008

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.

	GLOWPOINT, INC.


Dated: January 30, 2008	/s/ Edwin F. Heinen
	Edwin F. Heinen
	Chief Financial Officer

EX-3.1 2 v101417_ex3-1.htm

BY-LAWS AMENDMENT OF

GLOWPOINT, INC.

(hereinafter called the “Corporation”)

Adopted as of January 26, 2008

Pursuant to the Corporation’s Amended and Restated Certificate of Incorporation, as amended, the Directors of the Corporation hereby amend the by-laws as follows:

All references in the by-laws to “Vice President” shall be replaced by “Executive Vice President”.

Section 4.1 of the by-laws is amended and restated in its entirety as follows:

“Section 4.1 General. (a) The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Executive Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

(b) The President may, in his discretion, choose one or more vice presidents, who shall not be officers of the Corporation and shall not perform any policy-making function on behalf of the Corporation. The vice presidents shall have such duties and responsibilities as may be assigned to them by the President.”