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: June 14, 1996
INTERFACE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10902 38-1857379
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification)
incorporation
or organization)
5855 Interface Drive, Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (313) 769-5900
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 14, 1996, the Board of Directors of Interface Systems, Inc.
(the "Company") amended the Company's bylaws to eliminate the classification
of the Company's Board of Directors. A copy of such amendment is filed
herewith as Exhibit 99.1.
Item 7. Exhibits.
The following exhibits are filed with this Report:
No. Description
- --- -----------
99.1 Amendment to the Bylaws of the Company revising Section 12.
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.
INTERFACE SYSTEMS, INC.
/S/ George W. Perrett, Jr.
------------------------------
George W. Perrett, Jr.
Vice President & Secretary
July 16, 1996
EXHIBIT 99.1
SECTION 12. BOARD OF DIRECTORS. The affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. The number of
directors constituting the entire Board shall not be less than three nor more
than twelve, the exact number of directors to be fixed from time to time only
by vote of a majority of the entire Board. Directors need not be stockholders
of the Corporation or residents of the State of Delaware.
Directors shall be elected at each annual meeting of the stockholders,
each to hold office until the next annual meeting of stockholders and until the
director's successor is elected and qualified, or until the director's
resignation or removal.
During the intervals between annual meetings of stockholders, any
vacancy occurring in the Board of Directors caused by resignation, removal,
death or other incapacity, and any newly created directorships resulting from
an increase in the number of directorships shall be filled by a majority vote
of the directors then in office, whether or not a quorum. If the Board of
Directors accepts the resignation of any director or officer to take effect at
a future time, it shall have the power to elect a successor to take office when
the resignation becomes effective. Each director chosen to fill a vacancy or
chosen to fill a newly created directorship shall hold office until the next
election of directors by the stockholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal. The Board
of Directors shall have the power to authorize the payment of compensation to
the directors for services to the Corporation including fees for attendance at
meetings of the Board of Directors, and to determine the amount of such
compensation and fees.
Any director may be removed from office as a director at any time, but
only for cause, by the affirmative vote of stockholders of record holding a
majority of the outstanding shares of stock of the corporation entitled to vote
in elections of directors given at a meeting of the stockholders called for
that purpose.
