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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 (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 19, 1999
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TRIDENT MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-20784 770156584
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
2450 WALSH AVENUE
SANTA CLARA, CALIFORNIA 95051-1303
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 496-1085
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ITEM 5. OTHER EVENTS.
Amendment of Bylaws.
On November 19, 1999, the Board of Directors of Trident Microsystems (the
"Company") adopted an amendment to the Company's Bylaws to clarify the timing of
a special meeting of stockholders after a request for such a meeting from a
greater than ten percent stockholder ("Bylaws Amendment"). The new special
meeting provision sets a minimum of 120 days and a maximum of 130 days as the
time frame pursuant to which the Company establishes the date of a special
meeting after a request from a greater than ten percent stockholder.
The text of the Company's Bylaws regarding the calling of a special meeting
of stockholders is as follows:
"Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called only (i) by the
Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exists
any vacancies in previously authorized directorships at the time any
such resolution is presented to the Board of Directors for adoption)
or (ii) by the holders of not less than 10% of all shares entitled to
cast votes at the meeting, voting together as a single class.
Upon request in writing sent by registered mail to the president or
chief executive officer by any stockholder or stockholders entitled to
call a special meeting of stockholders pursuant to this Section 2, the
Board of Directors shall determine a place, date and time for such
meeting, which time shall be not less than one hundred twenty (120)
nor more than one hundred thirty (130) days after the receipt of such
request, and a record date for the determination of stockholders
entitled to vote at such meeting shall be fixed by the Board of
Directors, in advance, which shall not be more than 60 days nor less
than 10 days before the date of such meeting. Following such receipt
of a request and determination of the validity of the request, it
shall be the duty of the secretary to cause notice to be given to the
stockholders entitled to vote at such meeting, in the manner set forth
in Section 3 hereof, that a meeting will be held at the place, date
and time so determined. Business transacted at special meetings shall
be confined to the purpose or purposes stated in the notice."
The Certificate of Amendment of Bylaws of the Company and the Company's
press release dated November 24, 1999 are attached hereto as Exhibit 3.2 and
Exhibit 99.3, respectively, and incorporated herein by reference. The foregoing
description of the Bylaws Amendment is qualified in its entirety by reference to
such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Certificate of Amendment of Bylaws of the Company and the Company's
press release dated November 24, 1999 are attached hereto as Exhibit 3.2 and
Exhibit 99.3, respectively, and incorporated herein by reference.
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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.
Trident Microsystems, Inc.
Date: November 24, 1999 By: /s/ Frank C. Lin
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Frank C. Lin
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Description
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3.2 Certificate of Amendment of Bylaws of Trident Microsystems, Inc.
99.3 Press Release, dated November 24, 1999.
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EXHIBIT 3.2
CERTIFICATE OF AMENDMENT OF BYLAWS
OF
TRIDENT MICROSYSTEMS, INC.
The undersigned, Frank C. Lin, hereby certifies that he is the duly elected
President and Chief Executive Officer of Trident Microsystems, Inc. and that the
following amendment to the Corporation's Bylaws was approved by the
Corporation's Board of Directors effective as of November 19, 1999:
Section 2 of Article I of the Bylaws of this Corporation is hereby amended
to read in its entirety as follows:
"Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called only (i) by the
Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized directors (whether or not there exists
any vacancies in previously authorized directorships at the time any
such resolution is presented to the Board of Directors for adoption)
or (ii) by the holders of not less than 10% of all shares entitled to
cast votes at the meeting, voting together as a single class.
Upon request in writing sent by registered mail to the president or
chief executive officer by any stockholder or stockholders entitled to
call a special meeting of stockholders pursuant to this Section 2, the
Board of Directors shall determine a place, date and time for such
meeting, which time shall be not less than one hundred twenty (120)
nor more than one hundred thirty (130) days after the receipt of such
request, and a record date for the determination of stockholders
entitled to vote at such meeting shall be fixed by the Board of
Directors, in advance, which shall not be more than 60 days nor less
than 10 days before the date of such meeting. Following such receipt
of a request and determination of the validity of the request, it
shall be the duty of the secretary to cause notice to be given to the
stockholders entitled to vote at such meeting, in the manner set forth
in Section 3 hereof, that a meeting will be held at the place, date
and time so determined. Business transacted at special meetings shall
be confined to the purpose or purposes stated in the notice."
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
date first written above.
/s/ Frank C. Lin
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Frank C. Lin
Chief Executive Officer
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EXHIBIT 99.3
NEWS RELEASE TRIDENT
DIGITALMEDIA FOR THE MASSES
Amy Bates
Tel: (408) 567 2911
FAX: (408) 496 6858
[email protected]
WEB: tridentmicro.com
FOR IMMEDIATE RELEASE
TRIDENT MICROSYSTEMS, INC.
AMENDS BYLAWS
Santa Clara, California, November 24 -- Trident Microsystems, Inc. ("Trident")
announced today that on the evening of November 19, 1999 its Board of Directors
adopted an amendment to the Company's Bylaws to clarify the timing of a special
meeting of stockholders after a request for such a meeting from a greater than
ten percent stockholder. The new special meeting provision sets a minimum of 120
days and a maximum of 130 days as the time frame pursuant to which the Company
establishes the date of a special meeting after a request from a greater than
ten percent stockholder.
Trident Microsystems, Inc. (Nasdaq: TRID - news), with headquarters in Santa
Clara, California, designs, develops and markets digital media for the masses in
the form of graphics controllers and multimedia integrated circuits for PCs.
Trident's products are sold through a network of OEMs, original design
manufacturers and system integrators worldwide. For further information about
Trident and its products please consult the company's web site:
http://www.tridentmicro.com
