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): SEPTEMBER 19, 2000
INPRISE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-16096 94-2895440
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(State or Other Jusridiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
100 ENTERPRISE WAY, SCOTTS VALLEY, CALIFORNIA 95066-3249
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(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (831) 431-1000
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 19, 2000, the Board of Directors of Inprise
Corporation (the "Corporation") adopted certain amendments to the Corporation's
Bylaws. The following description of the amendments does not purport to be
complete and is qualified in its entirety by reference to the Bylaws, as
amended, which are attached hereto as Exhibit 3.1 and incorporated herein by
reference. The text of the amendments only is also attached as Exhibit 3.2.
The amendments, among other things, modify the provisions of
Sections 5 and 19.1 of the Corporation's Bylaws which relate to the advance
notice for the presentation by stockholders of business for consideration at an
annual meeting of stockholders and for stockholder nominations of candidates for
the Board of Directors. In accordance with these amendments, a stockholder
generally must deliver certain information concerning himself and any
stockholder proposal or director nomination to the Corporation not less than
ninety (90) nor more than one hundred-twenty (120) days prior to the anniversary
date of the immediately preceding annual meeting of shareholders (the
"Anniversary Date"). In the event that the annual meeting is scheduled to be
held on a date more than thirty (30) days before or after the Anniversary Date,
such information must be received by the Corporation no later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the annual meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs.
As a result of the amendment to Section 5 of the Corporation's
Bylaws described above, in order for stockholder proposals which are submitted
in connection with the Corporation's 2001 annual meeting outside of Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
be considered "timely" for purposes of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by the Corporate Secretary of the Corporation
not later than April 26, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
3.1 Bylaws of the Corporation, as amended and restated as of
September 19, 2000.
3.2 Form of Amendments to the Bylaws, dated September 19, 2000.
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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.
INPRISE CORPORATION
By: /S/ KEITH E. GOTTFRIED
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Name: Keith E. Gottfried
Title: Senior Vice President, General
Counsel and Corporate Secretary
Date: September 20, 2000
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