- Current report filing (8-K)
May 08 2009 - 4:40PM
Edgar (US Regulatory)
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
May
4, 2009
Date
of Report (Date of earliest event reported)
Macrovision
Solutions Corporation
(Exact
name of registrant as specified in its charter)
Delaware
000-53413 26-1739297
(State
or other jurisdiction
of (Commission (I.R.S.
employer
incorporation
or
organization) File
No.) identification
number)
2830
De La Cruz Boulevard
Santa
Clara, California 95050
(Address
of principal executive offices, including zip code)
(408)
562-8400
(Registrant’s telephone number,
including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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))
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ITEM
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On
May 4, 2009, the Board of Directors of Macrovision Solutions Corporation
(“Macrovision”) approved amendments to Macrovision’s Bylaws which, among other
things:
(i)
clarify
certain advance notice requirements for board nominations or other business to
be brought by a stockholder for both annual and special meetings, including
extending a stockholder’s deadline in relation to the delivery of stockholder
notices for an annual meeting;
(ii)
require
the disclosure of additional information regarding the text of the business to
be brought before the meeting or, in the case of a board nomination, the
proponent stockholder’s ownership interest (including short positions and
derivative holdings beneficially owned);
(iii)
add
provisions that Macrovision’s indemnification obligations with respect to
persons provided in the Bylaws do not extend to a proceeding initiated by such
persons against Macrovision (other than a proceeding to enforce the person’s
right to indemnification or advancement of fees by Macrovision) unless
Macrovision has joined in or consented to the initiation of such proceeding, and
that such obligations are contractual and cannot be reduced or eliminated in the
future with respect to liability based on acts or omissions taking place prior
to the reduction or elimination of the indemnification obligation;
and
(iv)
allow
for shares of Macrovision’s stock to be uncertificated, rather than evidenced by
physical certificates.
The
above-listed material amendments reflected in the Bylaws were effected in: (i)
Article II, Sections 2.2 and 2.3; (ii) Article VI, Section 6.1 and
(iii) Article VIII, Section 8.4. The description contained in this
Item 5.03 is qualified in its entirety by reference to the full text of the
Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
ITEM
9.01
Financial
Statements and Exhibits.
(d)
The
following exhibit is filed with this report on Form 8-K:
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Description
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3.1
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Bylaws
of Macrovision Solutions Corporation, as amended on May 4,
2009
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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.
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Macrovision
Solutions Corporation
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(Registrant)
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Date:
May 8, 2009
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By:
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/s
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Stephen Yu
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Stephen
Yu
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EVP
and General Counsel
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