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): March 17, 1997
SAWTEK INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction
of incorporation)
0-28276
(Commission File No.)
59-1864440
(IRS Employer Identification No.)
1818 South Highway 441
Apopka, Florida 32703
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 886-8860
<PAGE>
Item 5. Other Events.
On March 17, 1997, the shareholders of Sawtek Inc. (the "Company") voted to
amend the Articles of Incorporation of the Company to increase the number of
authorized shares of Common Stock, par value $.0005 per share, from 40,000,000
shares to 120,000,000 shares. This amendment was adopted pursuant to a
recommendation by the Board of Directors to the shareholders of the Corporation
and approved by the required majority of the shareholders on March 17, 1997, at
a special meeting of the shareholders.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(99) Articles of Amendment to Articles of Incorporation of
Sawtek Inc. as adopted March 17, 1997
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 thereunto duly authorized.
SAWTEK INC.
By: /s/ Raymond A. Link
Vice President Finance and
Chief Financial Officer
March 24, 1997
EXHIBIT (99)
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
SAWTEK INC.
The undersigned, Steven P. Miller, President of Sawtek Inc., a Florida
corporation (the "Corporation") hereby executes the following Amendment to the
Articles of Incorporation of the Corporation:
ARTICLE I: Name. The name of the Corporation is Sawtek Inc.
ARTICLE II: Amendment. The Articles of Incorporation of the
Corporation are hereby amended as follows:
The first paragraph of Article IV, of the Articles of Incorporation, is
deleted in its entirety and replaced by the following:
"The maximum number of shares of its common stock that the Corporation
is authorized to have outstanding at any one time is 120,000,000 shares, $0.0005
per share par value (the "Common Stock"). The maximum number of shares of its
preferred stock that the Corporation is authorized to have outstanding at any
time is 1,000,000 shares, $0.01 per share par value (the "Preferred Stock"). The
consideration to be paid for each share shall be fixed by the Board and may be
paid in whole or in part in cash or other property, tangible or intangible, or
in labor or services actually performed or to be performed for the Corporation,
with a value, in the judgment of the directors, equivalent to or greater than
the full value of the shares.
ARTICLE IV: This amendment to the Articles of Incorporation was adopted
by the Corporation on March 17, 1997, pursuant to a recommendation by the Board
of Directors of the Corporation to the shareholders of the Corporation and
approval by the required majority of the shareholders on March 17, 1997, at a
special meeting of the shareholders. The number of votes cast for the amendment
by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to Articles of Incorporation, this 20th day of March, 1997.
SAWTEK INC.
By: /s/ Steven P. Miller
President
