8-K: Current report filing
Published on March 2, 2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2011
TTM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 0-31285 | 91-1033443 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2630 South Harbor Boulevard Santa Ana, CA |
92704 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (714) 327-3000
(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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in our filings with the Securities and Exchange Commission, we are
party to a Special Security Agreement, effective October 19, 2010, among Mr. Tang Hsiang Chien, Su
Sih (BVI) Limited, a corporation organized under the laws of the British Virgin Islands, our
company, and the U.S. Department of Defense (DoD).
The Special Security Agreement, among other things, requires that no more than one of our
directors be an Inside Director, as defined in the Special Security Agreement. Effective February
24, 2011, following consultation with the DoD, our board of directors amended and restated our
third amended and restated bylaws to make clear in Section 2.2(a) thereof that the DoD may allow
certain exceptions in determining a directors classification as an Inside Director. In connection
with the approval of the amended and restated bylaws, our board of directors approved our entry
into a related amendment to the Special Security Agreement, which will become effective when signed
on behalf of the DoD by the Director, Industrial Policy and Programs, Defense Security Service. We
plan to file the amendment to the Special Security Agreement with the Securities and Exchange
Commission once the amendment becomes effective.
The disclosure included in this Item 5.03 is qualified in its entirety by reference to the
full text of our fourth amended and restated bylaws, which are attached as Exhibit 3.2 to this Form
8-K and which are incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired. |
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Not applicable. |
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(b) | Pro Forma Financial Information. |
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Not applicable. |
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(c) | Shell Company Transactions. |
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Not applicable. |
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(d) | Exhibits. |
Exhibit | Description | |||
3.2 | Fourth Amended and Restated Bylaws of TTM 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 hereunto duly authorized.
TTM TECHNOLOGIES, INC. |
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Date: March 2, 2011 | By: | /s/ Steven W. Richards | ||
Steven W. Richards | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
3.2 | Fourth Amended and Restated Bylaws of TTM Technologies, Inc. |