-----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, COulvpPXPhx30IxPdtFUT6z2FcLBME7b2b/CaOkzDmi7t9NK7g8APupNpwpp2fns 8/tgI92xUxhvHZC6grDXvA== 0001193125-07-200584.txt : 20070913 0001193125-07-200584.hdr.sgml : 20070913 20070913153320 ACCESSION NUMBER: 0001193125-07-200584 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070913 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070913 DATE AS OF CHANGE: 20070913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SILICON SOLUTION INC CENTRAL INDEX KEY: 0000854701 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770199971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 071115492 BUSINESS ADDRESS: STREET 1: 2231 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054-3311 BUSINESS PHONE: 4085880800 MAIL ADDRESS: STREET 1: 680 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 d8k.htm FORM 8-K Form 8-K

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):

September 13, 2007

 


Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-23084   77-0199971

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

1940 Zanker Road

San Jose, California

95112

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 969-6600

 

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 September 13, 2007, the Board of Directors of Integrated Silicon Solution, Inc. (“ISSI”) approved an amendment to Article III, Section 3.2 of ISSI’s Bylaws to decrease the size of its Board of Directors from nine members to seven members, effective as of such approval thereof.

The foregoing description of such amendment is qualified in its entirety by reference to the text of the Certificate of Amendment of the Bylaws of Integrated Silicon Solution, Inc. attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1

   Certificate of Amendment of the Bylaws of Integrated Silicon Solution, Inc., dated September 13, 2007.


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.

 

  INTEGRATED SILICON SOLUTION, INC.
Date: September 13, 2007  

/s/ SCOTT D. HOWARTH

  Scott D. Howarth
  Vice President and Chief Financial Officer


INDEX TO EXHIBITS

 

3.1

  Certificate of Amendment of the Bylaws of Integrated Silicon Solution, Inc. dated September 13, 2007.
EX-3.1 2 dex31.htm CERTIFICATE OF AMENDMENT OF THE BYLAWS OF INTEGRATED SILICON SOLUTION, INC. Certificate of Amendment of the Bylaws of Integrated Silicon Solution, Inc.

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

OF THE BYLAWS OF

INTEGRATED SILICON SOLUTION, INC.

The undersigned, being the Secretary of Integrated Silicon Solution, Inc., a Delaware corporation (the “Company”), hereby certifies that Article III, Section 3.2 of the Bylaws of the Company was amended effective September 13, 2007 by the Board of Directors of the Corporation to provide in its entirety as follows:

“ 3.2 NUMBER AND TERM OF OFFICE

The authorized number of directors shall be not less than five (5) nor more than nine (9). The exact number of directors shall be seven (7) until changed, within the limits specified above, by (i) a bylaw amending this Section 3.2 duly adopted by the board of directors or by the stockholders or (ii) a resolution of a majority of the board of directors. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Certificate of Incorporation or by an amendment to this bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote or by resolution of a majority of the board of directors.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.”

Dated September 13, 2007

 

By:  

/s/ SCOTT HOWARTH

  Scott Howarth, Secretary
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