UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) November 21, 2013

 

 

QuickLogic Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-22671   77-0188504

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1277 Orleans Drive, Sunnyvale, CA   94089-1138
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (408) 990-4000

N/A

(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 (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)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 or Bylaws; Change in Fiscal Year.

On November 21, 2013, QuickLogic Corporation filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware to eliminate all references in the Company’s Restated Certificate of Incorporation to the Company’s Series A Junior Participating Preferred Stock. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) EXHIBITS

 

Exhibit
Number

  

Description

3.1    Certificate of Elimination

 

 

2

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.

 

Date: November 26, 2013

  QuickLogic Corporation
  /s/ Ralph S. Marimon
 

 

 

Ralph S. Marimon

Vice President of Finance and Chief Financial Officer

 

 

3

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF THE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF

QUICKLOGIC CORPORATION

 

 

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

 

 

QuickLogic Corporation, a Delaware corporation (the “ Corporation ” ), certifies as follows:

1. Pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Restated Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), the Board of Directors of the Corporation previously adopted resolutions creating and authorizing the issuance of 10,000 shares of Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”) in accordance with the provisions of the Certificate of Designation, Preferences and Rights of the Terms of the Series A Junior Participating Preferred Stock (the “ Series A Certificate of Designation ”) as filed with the Delaware Secretary of State on November 29, 2001.

2. None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designation.

3. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL”), the Board of Directors of the Corporation adopted the following resolutions:

WHEREAS : Pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Restated Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), the Board of Directors of the Corporation previously adopted resolutions creating and authorizing the issuance of 10,000 shares of Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”) in accordance with the provisions of the Certificate of Designation, Preferences and Rights of the Terms of the Series A Junior Participating Preferred Stock (the “ Series A Certificate of Designation ”) as filed with the Delaware Secretary of State on November 29, 2001; and

NOW, THEREFORE, BE IT RESOLVED : that none of the authorized shares of the Series A Preferred Stock are outstanding and that none shall be issued pursuant to the Series A Certificate of Designation.

RESOLVED FURTHER: that, upon filing a Certificate of Elimination of the Series A Preferred Stock (the “ Series A Certificate of Elimination ”), with the Secretary of State of the State of Delaware, all matters set forth in the Series A Certificate of Designation with respect to the Series A Preferred Stock shall be eliminated from the Certificate of Incorporation.

RESOLVED FURTHER : that the officers of the Corporation (the “ Authorized Officers ”) in the name and on behalf of the Corporation be, and each of them individually hereby is, authorized and directed, with the assistance of counsel, to prepare, execute and deliver to the Secretary of State of the State of Delaware, the Series A Certificate of Elimination, as required by the Delaware General Corporation Law in order to effect the elimination of the Series A Preferred Stock.

RESOLVED FURTHER: that the Authorized Officers of the Corporation be, and they hereby are, authorized and directed, jointly and severally, for and in the name and on behalf of the Corporation, to execute and deliver any and all certificates, agreements, and other documents, take any and all steps and do any and all things which they may deem necessary or advisable in order to effect the purposes of each and all of the foregoing resolutions.

RESOLVED FURTHER : that any actions taken by such Authorized Officers prior to the date of these resolutions that are within the authority conferred hereby are hereby ratified, confirmed and approved in all respects as the act and deed of the Corporation.

4. Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Existing Series A Preferred Stock in the Charter are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 21st day of November, 2013.

 

QUICKLOGIC CORPORATION
By:  

/s/ RALPH MARIMON

Name:  

Ralph Marimon

Title:  

CFO