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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGES ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 1997
NETLIVE COMMUNICATIONS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-28728 13-384-8652
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
584 Broadway, New York, New York 10012
(Address of Principal Executive Office)
Registrant's telephone number including area code: (212) 343-7082
Not Applicable
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Filed as an exhibit to this Report on Form 8-K is a copy of the
amendment to Article II, Section 7 of the Registrant's By-laws modifying the
procedure relating to action by written consent of stock holders which was
adopted by the Registrant's Board of Directors on January 13, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
3.2 Amendment to the Registrant's By-laws.
ITEMS 1, 2, 3, 4 AND 6 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
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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.
NETLIVE COMMUNICATIONS, INC.
Dated: January 28, 1997 By: /s/ Laurence M. Rosen
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Signature
Name : Laurence M. Rosen
Title: Chief Executive Officer,
President and Treasurer
(Principal Financial Officer)
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EXHIBIT INDEX
TO FORM 8-K
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Exhibit Page No.
- ------- --------
3.2 Amendment to By-laws 5
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SECTION 7(a) Record date for Action by Written Consent. In order that
the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date, unless a
record date has previously been fixed by the Board of Directors pursuant to the
first sentence of this Section 7 (a). If no record date has been fixed by the
Board of Directors pursuant to the first sentence of this Section 7 (a) or
otherwise within ten (10) days of the date on which such a request is received,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or to any officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the date on which the Board of Directors adopts the resolution
taking such prior action.
(b) Inspectors of Written Consent. In the event of the delivery, in the
manner provided by Section 7 (a), to the Corporation of the requisite written
consent or consents to take corporate action and/or any related revocation or
revocations, the Corporation shall engage independent inspectors of elections
for the purpose of performing promptly a ministerial review of the validity of
the consents and revocations. For the purpose of permitting the inspectors to
perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the
Corporation that the consents delivered to the Corporation in accordance with
Section 7 (a) represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this Section 7 (b)
shall in any way be construed to suggest or imply that the Board of Directors
or any stockholder shall not be entitled to contest the validity of any consent
or revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
(c) Effectiveness of Written Consent. Every written consent shall bear
the date of signature of each stockholder who signs the consent and no written
consent shall be
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effective to take the corporate action referred to therein unless, within sixty
(60) days of the earliest dated written consent received in accordance with
Section 7 (a), a written consent or consents signed by a sufficient number of
holders to take such action are delivered to the Corporation in the manner
prescribed in Section 7 (a).
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