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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):
December 15, 1997
GATEFIELD CORPORATION
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(Exact name of registrant as specified in its charter)
Commission file number 0-13244
DELAWARE 41-1404495
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
47100 BAYSIDE PARKWAY, FREMONT, CALIFORNIA 94538
(Address of principal executive offices) ( Zip Code)
Registrant's telephone number, including area code: (510) 623-4400
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Item 5. Other Events
(a) Annual Meeting of Stockholders of GateField Corporation
An Annual Meeting of Stockholders of GateField Corporation (the "Company")
was held on December 15, 1997 at 3:30 PM at the Company's headquarters
located at 47100 Bayside Parkway, Fremont, California.
Each of the following proposals was adopted by the stockholders of the
Company:
Proposal Number One: To nominate and elect four directors as follows:
James R. Fiebiger - Class I (initial term expires at the 1998 Annual
Meeting)
David J. Dunn - Class II (initial term expires at the 1999 Annual
Meeting)
Horst G. Sanfort - Class II (initial term expires at the 1999 Annual
Meeting)
Jonathan S. Huberman - Class III (initial term expires at the 2000
Annual Meeting)
Proposal Number Two: To approve an amendment to the Company's Certificate of
Incorporation providing for the classification of the Board of Directors into
three classes, with members of each class serving staggered three-year terms.
Proposal Number Three: To approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Company from 40,000,000 to 65,000,000 shares.
Proposal Number Four: To approve the issuance of securities of the Company
exceeding twenty percent of the outstanding Common Stock of the Company.
Proposal Five: To ratify the selection of Deloitte & Touche LLP as independent
auditors for the Company for the current fiscal year.
(b) Stock Purchase Agreement
On November 10, 1997, the Company entered into a Stock Purchase Agreement
(the "Agreement") between the Company and Idanta Partners Ltd. and two
affiliated trust (collectively, "Idanta"), and issued 1,000,000 shares of
Series B Convertible Preferred Stock to Idanta. On January 14, 1998, pursuant
to the Agreement, the Company issued 4,582,500 shares of its Common Stock to
Idanta for an aggregate purchase price of $4,582,500. The issuance of the
Common Stock completes the private placement of securities contemplated by
the Agreement.
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.
GATEFIELD CORPORATION
By: /s/ Stephen A. Flory
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Stephen A. Flory
Vice President and Chief Financial Officer
January __, 1998
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