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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report--January 24, 1995
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MICROPOLIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3093858
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21211 Nordhoff Street
Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
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DALE J. BARTOS Copy to:
Senior Vice President -- Finance BRIAN G. CARTWRIGHT, ESQ.
and Chief Financial Officer Latham & Watkins
Micropolis Corporation 633 West Fifth Street
21211 Nordhoff Street Suite 4000
Chatsworth, California 91311 Los Angeles, California 90071
(818) 709-3300 (213) 485-1234
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Micropolis Corporation
Current Report on Form 8-K
January 24, 1995
Table of Contents
Page
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
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Item 5. Other Events
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On December 7, 1994, the Board of Directors of the Registrant adopted an
amendment to the By-Laws of the Registrant, adding a new Section 10,
"Stockholders Proposals at Annual Meetings" and a new Section 11, "Notice of
Stockholder Nominees", to follow Section 9 of Article II of the By-Laws. A copy
of this amendment is attached in the exhibit of this Form 8-K.
Item 7. Financial Statements and Exhibits
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Financial Statements and Exhibits
See accompanying Index to Financial Statements and Exhibits
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.
MICROPOLIS CORPORATION
Date: January 24, 1995 By: /s/ Dale J. Bartos
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Dale J. Bartos
Senior Vice President--Finance and
Chief Financial Officer
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Micropolis Corporation
Index to Exhibits
(Item 7)
Exhibit
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1 Amendment to By-Laws
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EXHIBIT 1
Section 10. Stockholder Proposals at Annual Meetings.
(a) Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual meeting of the stockholders except
in accordance with the procedures hereinafter set forth in this Section 10;
provided, however, that nothing in this Section 10 shall be deemed to
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preclude discussion by any stockholder of any business properly brought
before the annual meeting in accordance with said procedures.
(b) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be (1)
specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (2) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (3)
otherwise properly brought before the meeting by a stockholder. In addition
to any other applicable requirements, for business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than fifty
(50) days nor more than seventy-five (75) days prior to the meeting as
originally scheduled; provided, however, that in the event that less than
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sixty (60) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. Any adjournment(s)
or postponement(s) of the original meeting whereby the meeting will
reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting and no
business may be brought before any such reconvened meeting unless timely
notice of such business was given to the secretary of the Corporation for
the meeting as originally scheduled. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and
number of shares of the Corporation's stock which are beneficially owned by
the stockholder, and (iv) any material interest of the stockholder in such
business.
(c) The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10,
and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted.
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Section 11. Notice of Stockholder Nominees
(a) Notwithstanding anything in these By-Laws to the contrary, only
persons who are nominated in accordance with the procedures hereinafter set
forth in this Section 11 shall be eligible for election as directors of the
Corporation.
(b) Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of stockholders only (1) by or at
the direction of the Board of Directors or (2) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 11. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the
secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than fifty (50) days nor more than seventy-five
(75) days prior to the meeting; provided, however, that in the event that
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less than sixty (60) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to
be timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. Any adjournment(s) or
postponement(s) of the original meeting whereby the meeting will reconvene
within thirty (30) days from the original date shall be deemed for purposes
of notice to be a continuation of the original meeting and no nominations
by a stockholder of persons to be elected directors of the Corporation may
be made at any such reconvened meeting other than pursuant to a notice that
was timely for the meeting on the date originally scheduled. Such
stockholder's notice shall set forth: (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, or any successor regulation thereto
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii)
as to the stockholder giving the notice (A) the name and address, as they
appear on the Corporation's books, of such stockholder, and (B) the class
and number of shares of the Corporation which are beneficially owned by
such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall
furnish to the secretary of the Corporation that information required to be
set forth in a stockholder's notice of nomination which pertains to the
nominee.
(c) The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 11, and if we
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
