Attached files
file | filename |
---|---|
EX-3.1 - EX-3.1 - ACTIVANT SOLUTIONS INC /DE/ | d69829exv3w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2009
Activant Solutions Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-49389 | 94-2160013 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
7683 Southfront Road
Livermore, California 94551
(Address of principal executive offices, zip code)
Livermore, California 94551
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (925) 449-0606
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)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EX-3.1 |
Table of Contents
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of October 30, 2009, Activant Solutions Inc. (the Company) amended and restated
its certificate of incorporation (the Amended and Restated Certificate of Incorporation) to (i)
update the name of the Company and the address of its registered office; (ii) clarify that the
business and affairs of the Company shall be managed by the board of directors of the Company (the
Board of Directors) and that the total number of directors constituting the entire Board of
Directors shall be determined by the Board of Directors; (iii) clarify that meetings of the
Companys stockholders may be held within or without the State of Delaware and that the Companys
books may be kept outside the State of Delaware; (iii) replace the provision stating that a
director is not personally liable to the Company or its stockholders for breaches of fiduciary duty
except in certain circumstances with a provision stating that a director is not personally liable
to the Company or its stockholders for breaches of fiduciary duty except as otherwise provided by
the General Corporation Law of the State of Delaware as it currently exists or may be amended; (iv)
clarify that the Companys obligation to indemnify directors and officers extends to any director
or officer who was, is or becomes a party to or witness or other participant in, or is threatened
to be made a party to or witness or other participant in, any threatened, pending or completed
proceeding and (v) make other minor conforming changes and clarifications.
The description of the Amended and Restated Certificate of Incorporation contained herein is
qualified in its entirety by the Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
3.1
|
Amended and Restated Certificate of Incorporation of Activant Solutions Inc. |
Table of Contents
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.
ACTIVANT SOLUTIONS INC. | ||||||
By: Name: |
/S/ TIMOTHY F. TAICH
|
|||||
Title: | Vice President and General Counsel |
Date: October 30, 2009