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)
December 20, 2007
SPANSION INC.
(Exact name of registrant as specified in its charter)
| State of Delaware | 0-51666 | 20-3898239 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
915 DeGuigne Drive
P.O. Box 3453
Sunnyvale, California 94088-3453
(Address of principal executive offices, including zip code)
(408) 962-2500
(Registrant’s telephone number, including area code)
(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 December 20, 2007, the Board of Directors of the Company approved amendments to Article VII, Sections 7.1 and 7.3 of the Company’s Bylaws to permit the issuance and transfer of uncertificated shares of its stock. These amendments were adopted to allow the Company to participate in the direct registration system, which will be required of all Nasdaq-listed companies by January 1, 2008. Pursuant to the Company’s Bylaws, the consents of Advanced Micro Devices, Inc. (“AMD”) and Fujitsu Limited (“Fujitsu”) are required to amend the Bylaws, which were obtained on December 20, 2007 and December 21, 2007, respectively.
The foregoing description is qualified in its entirety by reference to the Amendment of Bylaws, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibit is filed herewith:
| Exhibit No. | Description | |
| 3.1 | Amendment of Bylaws | |
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.
| SPANSION INC. | ||||
| By: | /s/ Robert C. Melendres | |||
| Name: | Robert C. Melendres | |||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Development | |||
Date: December 28, 2007
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amendment of Bylaws | |