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) November 2, 2007
-------------------------------
AVOCENT CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 430-4000
-----------------------------
n/a
--------------------------------------------------------------------------------
(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:
[ ] 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 November 2, 2007, the Board of Directors of Avocent Corporation (the
"Company") approved an amendment to Section 8.10 of the Company's Bylaws to
facilitate the implementation of NASDAQ rules that become effective on January
1, 2008 requiring securities listed on NASDAQ to be eligible for a direct
registration program operated by an agency such as the Depository Trust Company.
A direct registration program permits a stockholder's ownership in the Company
to be recorded and maintained on the books of the Company or its transfer agent
without the issuance of a physical stock certificate. Stockholders then receive
annual statements from the issuer concerning their stockholdings.
Prior to amendment, Section 8.10 of the Company's Bylaws provided as
follows:
8.10 TRANSFER OF STOCK
-----------------
Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of
the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the
transaction in its books.
Following amendment, Section 8.10 of the Company's Bylaws provides as
follows:
8.10 TRANSFER OF STOCK
-----------------
Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of
stock shall be made on the books of the Corporation only by
the record holder of such stock or by his or her attorney
lawfully constituted in writing and, if such stock is
certificated, upon the surrender of the certificate therefor,
which shall be canceled before a new certificate shall be
issued.
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.
AVOCENT CORPORATION
Date: November 5, 2007
By: /s/ Samuel F. Saracino
-----------------------------------------
Samuel F. Saracino
Executive Vice President of Legal and
Corporate Affairs, General Counsel, and
Secretary