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): June 30, 2008
MINDSPEED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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000-50499 |
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01-0616769 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
(949) 579-3000
(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 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.
On June 30, 2008, Mindspeed Technologies, Inc. (the “Company”) filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Certificate of Amendment”) of the Company with the Secretary of State of the State of Delaware to effect the previously approved reverse stock split of the Company’s outstanding common stock by a ratio of one-for-five and to reduce the number of authorized shares of the Company’s common stock by the same ratio. The Certificate of Amendment was effective at 11:59 p.m. EDT on June 30, 2008.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A copy of the Company’s press release, dated July 1, 2008, announcing the effectiveness of the reverse stock split, is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1 |
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Certificate of Amendment to the Restated Certificate of Incorporation of the Company |
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99.1 |
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Press Release of the Company, dated July 1, 2008 |
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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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MINDSPEED TECHNOLOGIES, INC. |
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Date: July 1, 2008 |
By: |
/s/ Brandi R. Steege |
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Brandi R. Steege |
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Vice President, Legal, and Secretary |
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EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment to the Restated Certificate of Incorporation of the Company |
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99.1 |
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Press Release of the Company, dated July 1, 2008 |
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