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
July 15, 2010
Date of Report (Date of earliest event reported)
Actuate Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State of Incorporation)
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0-24607
(Commission File Number)
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94-3193197
(IRS Employer
Identification Number) |
2207 Bridgepointe Parkway
Suite 500
San Mateo, California 94404
(Address of principal executive offices)(Zip Code)
(650) 645-3000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Effective July 15, 2010, the Board of Directors (the “Board”) of Actuate Corporation (the
“Company”), upon recommendation from the Corporate Governance/Nominating Committee, appointed Mr.
Raymond L. Ocampo Jr. to serve as a director of the Company until its next annual meeting of
stockholders. Mr. Ocampo will also serve on the Board’s Audit Committee, Compensation Committee
and Corporate Governance/Nominating Committee. In addition, the Board determined that Mr. Ocampo
is “independent” under applicable corporate governance rules of NASDAQ.
Mr. Ocampo will receive the standard annual cash retainer of $60,000 for his services as a
non-employee director, and he will also be reimbursed for reasonable expenses incurred in
connection with attendance of board or committee meetings. In addition, under the Company’s 1998
Equity Incentive Plan, Mr. Ocampo was awarded (i) an option to purchase 25,000 shares of the
Company’s common stock with an exercise price of $5.25 per share, the fair market value on the
grant date and (ii) a restricted stock unit award covering 12,500 shares of the Company’s common
stock.
On July 21, 2010, the Company issued a press release announcing the appointment of Mr. Ocampo
to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
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| Item 5.03. |
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 15, 2010, the Board approved an increase of the number of authorized directors of the
Company from five (5) to six (6), and has amended its Amended and Restated Bylaws accordingly. A
copy of the amendment to the Amended and Restated Bylaws of the Company is attached hereto as
Exhibit as 3.1 and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number |
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Description |
| 3.1 |
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Amendment No. 2 to Amended and Restated Bylaws |
| 99.1 |
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Press release dated July 21, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Actuate Corporation
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| Date: July 21, 2010 |
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/s/ Peter I. Cittadini
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Name: |
Peter I. Cittadini |
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Title: |
President and Chief Executive Officer |
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