UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
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FORM 8-K
 
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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 28, 2013
 
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Superconductor Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
 
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Delaware
 
0-21074
 
77-0158076
(State or Other Jurisdiction
of Incorporation)
 
Commission File Number
 
(IRS Employer
Identification No.)
 
     
460 Ward Drive, Santa Barbara, CA
 
93111
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (805) 690-4500
 
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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 ( see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 5.03
Amendments to Articles of Incorporation, Bylaws; Change in Fiscal Year..
 
On October 28, 2013, the board of directors of Superconductor Technologies Inc. (the "Company") approved an amendment of the Company's amended and restated bylaws reducing the fixed number of directors from six to four.

The amendment is effective as of October 28, 2013.  The resolution amending the Company's bylaws is attached as Exhibit 3(ii).1 to this Current Report.
 

Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits
 
3(ii).1
Resolution Amending Amended and Restated Bylaws of Superconductor Technologies Inc.
   
 
 
 
 
 
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 thereunto duly authorized.
 
         
   
Superconductor Technologies Inc.
     
     
Dated: October 28, 2013
 
By:
 
/s/ WILLIAM J. BUCHANAN
       
William J. Buchanan
       
Vice President and Chief Financial Officer

Exhibit 3(ii).1



WHEREAS, the Board deems it advisable and in the Company's best interests to amend the Bylaws and to reduce the fixed number of directors from six to four;

NOW, THEREFORE, BE IT RESOLVED, that the first sentence of Section 3.2.1 of Article 3 of the Bylaws hereby is repealed and restated in its entirety as follows:

"3.2.1                      The Board of Directors shall consist of four (4) members."