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Nevada
(State
or Other Jurisdiction
of
Incorporation)
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0-13301
(Commission
File Number)
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88-0168936
(I.R.S.
Employer
Identification
No.)
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7610
Miramar Road, Bldg. 6000,
San
Diego, California 92126-4202
(Address
of Principal Executive Offices)
(858)
549-6340
(Registrant’s
Telephone Number)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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·
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Article
I (Offices And Corporate Seal), Section 1 (Principal Office) and Section 2
(Other Offices) of the Prior Bylaws have been replaced by Article I
(Offices) of the Restated Bylaws, which provides more flexibility as to
where the Corporation may have
offices.
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·
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Article
II (Shareholders), Section 1 (Shareholder’s Meetings) of the Prior Bylaws
has been replaced by Article II (Meeting Of Stockholders), Section 1 of
the Restated Bylaws, to clarify that in the absence of a designation by
the Board, stockholder meetings shall be held at the principal executive
office of the Corporation.
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·
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Article
II, Section 2 (Annual Meetings) of the Prior Bylaws has been replaced by
Article II, Section 2 of the Restated Bylaws, which describes how the
business may be properly brought before the annual meeting of stockholder,
and provides that notice of any stockholder’s intent to propose any action
for consideration at any stockholders meeting is timely if provided by the
date specified in Rule 14a-8 of the Securities Act of
1934.
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·
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Article
II, Section 3 (Notice of Annual Meetings) of the Prior Bylaws has been
replaced by Article II, Section 7 of the Restated
Bylaws. Article II, Section 7 of the Restated Bylaws modifies
the maximum number of days before the date of a meeting that written
notice of such meeting shall be given to stockholders entitled to vote
from 50 days provided in the Prior Bylaws to 60
days.
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·
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Article
II, Section 5 (Special Meetings of Shareholders) of the Prior Bylaws has
been replaced by Article II, Section 6 of the Restated Bylaws, which
permits a majority of the Board of Directors to request special meetings
of the stockholders.
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·
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Article
II, Section 3 of the Restated Bylaws supplements Article II, Section 7
(Quorum and Adjournment) of the Prior Bylaws to add a provision that a
quorum shall not be broken by the withdrawal of enough votes to leave less
than a quorum, and that the votes present at the meeting may thereafter
continue to transact business until
adjournment.
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·
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Article
II, Section 9 (Voting) of the Prior Bylaws has been supplemented by new
Article II, Section 5 of the Restated Bylaws, which provides that all
proxies must be filed with the Secretary of the Corporation at the
beginning of each meeting to be counted in any vote at the
meeting.
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·
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Article
II, Section 10 (Action Without Meeting) of the Prior Bylaws has been
replaced by Article II, Section 9 of the Restated Bylaws, which provides
that written consent of stockholders can be effectuated by holders of a
majority of the voting power of the Corporation’s stock. The
Prior Bylaws required the written consent of the holders of all of the
outstanding shares entitled to
vote.
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·
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Article
II, Section 11 (Waiver of Notice) and Article III (Directors), Section 11
of the Prior Bylaws has been replaced by Article X (General Provisions)
“Notices”, which indicates that whenever a notice is required to be given,
a waiver thereof in writing, signed by the person(s) entitled to said
notice, shall be deemed equivalent
thereto.
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·
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Article
III, Section 2 (Vacancies) of the Prior Bylaws has been supplemented in
Article III, Section 2 of the Restated Bylaws to provide that if a vacancy
on the Board, or any newly created directorship, is filled by less than a
majority of the whole Board, any stockholders holding at least ten percent
of the voting power of the Corporation’s stock may immediately order an
election to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in
office.
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·
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Article
III, Section 7 (Special Meetings) of the Prior Bylaws has been replaced by
Article IV, Section 2 of the Restated Bylaws, which provides that the
President alone may call special meetings of the Board. The
Restated Bylaws also provides that special meetings must be called by the
President or Secretary of the Corporation on the written request of two
directors, unless the Board has only one
director.
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·
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Article
III, Section 9 of the Restated Bylaws provides that unless otherwise
restricted by the Articles of Incorporation or the Bylaws, members of the
Board or any committee designated by the Board may participate in a
meeting of the Board, or any committee, via conference telephone or
similar communications whereby such participation shall constitute
presence in a meeting.
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·
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Article
V, Section 1 of the Restated Bylaws adds a provision that authorizes
directors to designate committees and specified the process by which
members of committees may be selected, the composition of committees, and
the powers and limitations of designated committees is
provided. New Article V, Section 2 requires that each committee
keep regular minutes of its
meetings.
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·
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The
Restated Bylaws have been updated to include Article VII
(Indemnification). The new provisions specify the circumstances
under which a person shall be indemnified by the Corporation, the type of
expenses against which a person my be indemnified, and the processes by
which a determination may be made that indemnification by the Corporation
of the director, officer, employee, or agent is proper in the
circumstances. Additionally, these new provisions allow the
Board, by a majority vote of a quorum of the Board, to authorize the
Corporation to purchase insurance on behalf of any director, officer,
employee or agent against any liability against him, whether or not the
Corporation would have the power to indemnify him against such
liability.
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·
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Article
IV (Officers), Section 1 (Designation of Titles) of the Prior Bylaws has
been replaced by Article VIII (Officers), Section 1 of the Restated
Bylaws, which permits the Corporation’s Vice Presidents to be chosen by
the Board, and provides that the Board may also choose a Chief Executive
Officer, and any other officers that the Board deems necessary, and that
any number of offices, including offices of President and Secretary, may
be held by the same person, unless the Articles of Incorporation or these
By-Laws otherwise provide.
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·
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Article
IV, Section 5 (Chairman of the Board) of the Prior Bylaws has been
replaced by Article VIII, Section 6 of the Restated Bylaws, which
separates the duties of the Chairman of the Board, if one be elected, from
those of the Chief Executive Officer of the
Corporation.
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·
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Article
IV, Section 6 (President) of the Prior Bylaws has been replaced by Article
VIII, Section 7 and 8 of the Restated Bylaws, which provide more
specificity regarding the duties of the Chairman of the Board, if there be
one, the Chief Executive Officer, and the
President.
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·
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Article
IV, Section 8 (Secretary) and 10 (Assistant Secretaries) of the Prior
Bylaws have been replaced by Article VIII, Section 10 and 11 of the
Restated Bylaws to provide that the Board may give general authority to
another officer besides the Secretary to affix the seal of the Corporation
and to attest the affixing by his signature, and to provide that the
Assistant Secretary shall serve the role of the Secretary in the
Secretary’s absence or disability.
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·
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Article
IV, Section 9 (Treasurer) and 11 (Assistant Treasurers) of the Prior
Bylaws have been replaced by Article VIII, Section 12 and 13 of the
Restated Bylaws to further clarify the duties of the Treasurer and of the
Assistant Treasurer.
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·
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Article
VI (Certificates Of Stock) of the Restated Bylaws is more comprehensive
than Article IX (Stock Certificates) of the Prior Bylaws. New
provisions in Article IX include, among other terms, a provision detailing
the language that must be set forth or summarized on the back of the stock
certificate, such as the voting powers, designations, preferences, and
limitations of each class of stock or series thereof, if the Corporation
is authorized to issue more than one class of stock or more than one
series of any class.
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·
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New
Article X (General Provisions) of the Restated Bylaws contains new general
provisions typically found in bylaws regarding the corporate seal,
notices, checks, the fiscal year and
distributions.
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·
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Article
XI (Amendments) of the Restated Bylaws supplements the Prior Bylaws to
grant the stockholders of the Corporation to be alter, amend or repeal the
Restated Bylaws.
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(c)
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Exhibits.
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Exhibit No.
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Description
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3.1
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Amended
and Restated Bylaws, adopted February 10,
2009
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February
11, 2009
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By:
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/s/ Howard Hill | |
| Howard Hill | |||
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President,
Chief Executive Officer
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