Unassociated Document
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
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Date
of Report (Date of earliest event reported)
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January
8, 2009
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AltiGen
Communications, Inc.
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(Exact
name of Registrant as specified in charter)
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4555
Cushing Parkway, Fremont,
CA 94538
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(Address
of principal executive
offices) (Zip
Code)
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Registrant’s
telephone number, including area code:
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N/A
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(Former
name or former address, if changed since last report)
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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
5.02 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
January 8, 2009, the Board of Directors of AltiGen Communications, Inc. approved
an amendment to its Bylaws to reduce the number of authorized directors to four
effective as of the Annual Meeting of Stockholders on February 9,
2009. This decision was made in connection with the Board’s decision
to not nominate Eric Wanger for re-election to the Board as described
below.
Item
8.01 Other
Events
In late
2008, we were informed by Eric Wanger, a Board member, that he had failed to
timely file his Forms 3, 4 and/or 5, in connection with a significant number of
purchases of AltiGen common stock during the period beginning on January 23,
2007 and ending on September 30, 2008. In response, the company, with
the assistance of outside counsel, reviewed Mr. Wanger’s trading activities and
discovered that certain of the purchases of AltiGen’s common stock by Mr.
Wanger, or entities affiliated with Mr. Wanger, in April of 2007, March of 2008,
June of 2008 and September through November of 2008, constituting approximately
25 separate trades in the aggregate amount of approximately $100,000, violated
AltiGen’s blackout period set forth in our insider trading
policy. The Board was informed of these matters and has carefully
reviewed them.
On
January 8, 2009, our Board decided to not nominate Mr. Wanger for re-election to
the Board.
AltiGen
acknowledges the filing by Mr. Wanger and entities affiliated with Mr. Wanger
(collectively, the “Reporting Persons”) of an amendment to their Form 13D filed
with the Securities and Exchange Commission on January 8, 2009, regarding (i)
the Reporting Persons’ intentions to engage in discussions with our Board of
Directors and management concerning the business and strategic direction of
AltiGen and (ii) the possibility of discussions with other stockholders of
AltiGen regarding our strategic direction and opportunities to enhance
stockholder value, including, without limitation, a possible “going private”
transaction or possible merger with and into a Reporting Person. To
date, we have not received any proposals from the Reporting Persons regarding a
possible strategic transaction and do not know whether we will ever receive such
a proposal. If, in the future, the Reporting Persons make any
proposal regarding a strategic transaction to us, our Board will carefully
consider and review, in consultation with our legal and other advisors, any such
proposal. The Board remains committed to considering and, as
appropriate, exploring, all reasonable avenues to create value for AltiGen’s
stockholders.
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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AltiGen
Communications, Inc.
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Date: January
12, 2009
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By:
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Philip
M. McDermott
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Chief
Financial Officer |