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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): October 29, 2007
 
Smith Micro Software, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  0-26536
(Commission File Number)
  33-0029027
(IRS Employer
Identification No.)
51 Columbia, Suite 200
Aliso Viejo, California 92656

(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
None
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.3


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     On October 29, 2007, the Board of Directors of Smith Micro Software, Inc. (the “Company”) adopted a Certificate of Amendment of the Amended and Restated Bylaws of the Company. The Certificate of Amendment amends Article VI Section 1 of the Company’s Amended and Restated Bylaws to allow the Company, upon resolution of the Board of Directors, to issue uncertificated shares.
     The foregoing description of the Certificate of Amendment is qualified in its entirety by the Certificate of Amendment attached as Exhibit 3.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
3.3   Certificate of Amendment of Amended and Restated Bylaws of Smith Micro Software, Inc.

 


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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.
         
  SMITH MICRO SOFTWARE, INC.
 
 
Date: October 31, 2007  /s/ Andrew Schmidt    
  Andrew Schmidt    
  Chief Financial Officer   

 


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EXHIBIT INDEX
     
Exhibit Number   Description
3.3
  Certificate of Amendment of Amended and Restated Bylaws of Smith Micro Software, Inc.

 

 

Exhibit 3.3
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED BYLAWS OF
SMITH MICRO SOFTWARE, INC.
a Delaware Corporation
The undersigned does hereby certify that:
     1. He is the duly qualified Secretary of Smith Micro Software, Inc., a duly organized and existing Delaware corporation (the “Corporation”).
     2. Effective October 29, 2007, Article VI, section 1 of the Corporation’s Amended and Restated Bylaws (the “Bylaws”) was amended to read in its entirety as follows:
    “Section 1. Certificates . The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefore and the amount paid thereon shall be specified.”
     3. The foregoing amendment of the Corporation’s Bylaws was duly approved and adopted by the Corporation’s Board of Directors and filed with the undersigned on the date set forth below.
Dated: October 29, 2007
         
     
  /s/ Andrew C. Schmidt    
  Andrew C. Schmidt, Secretary   
     
 

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