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): February 3, 2016
Quantum
Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-13449 | 94-2665054 |
(Commission File No.) | (IRS Employer Identification No.) |
224 Airport Parkway, San Jose, CA 95110
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (408) 944-4000
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 February 3, 2016, the Board of Directors (the "Board") of Quantum Corporation (the "Company") amended and restated Article III, Section 3.11 of the Companys bylaws to read that any director may be removed from office by the stockholders of the Company in accordance with the provisions of the DGCL, in light of the ruling on December 21, 2015 of the Delaware Chancery Court in the In re: Vaalco Energy Inc. matter.
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits | |||
3.1 | Certificate of Amendment to the Bylaws of Quantum Corporation, as adopted on February 3, 2016 |
SIGNATURE
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.
QUANTUM CORPORATION | |
/s/ SHAWN D. HALL | |
Shawn D. Hall | |
Senior Vice President, General Counsel and Secretary | |
Dated: February 8, 2016 |
EXHIBIT INDEX
Exhibit | Description | |
3.1 | Certificate of Amendment to the Bylaws of Quantum Corporation, as adopted on February 3, 2016 |
CERTIFICATE OF AMENDMENT
TO THE BYLAWS OF
QUANTUM CORPORATION
The undersigned, Shawn D. Hall, hereby certifies that he is the duly appointed, qualified, and acting Secretary of Quantum Corporation, a Delaware corporation (the Company ), and that on February 3, 2016, the Board of Directors of the Company (the Board ) amended such Bylaws as set forth below:
Removal of Directors
WHEREAS : Following the ruling on December 21, 2015 of the Delaware Chancery Court in the In re: Vaalco Energy Inc. matter, the Board believes it to be in the best interest of the Company and its shareholders to amend its bylaws as set forth below; and
WHEREAS : The Board may adopt, amend or repeal any provision of the Bylaws.
NOW, THEREFORE, BE IT RESOLVED : That Article III, Section 3.11 of the Bylaws are hereby amended and restated in their entirety to read as follows:
3.11 REMOVAL OF DIRECTORS
Any director may be removed from office by the stockholders of the corporation in accordance with the provisions of the DGCL.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such directors term of office.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day of February, 2016.
By: | /s/ Shawn D. Hall | |
Signature | ||
Shawn D. Hall, | ||
Secretary, General Counsel, and Senior Vice President |