This excerpt taken from the RTEC 8-K filed Feb 2, 2009.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 27, 2009, the Board of Directors of Rudolph Technologies Inc., (the "Company") approved an amendment to Section 2.10 of the Company's Amended and Restated Bylaws (the "Bylaws") effective immediately. Section 2.10 of the Bylaws, as amended, provides for election of directors by a majority of the votes cast for each director in uncontested elections. Previously, directors were elected by plurality of the vote.
The foregoing summary of the amendment to the Bylaws is qualified in its entirely by reference to the text of the New Section 2.10 to the Company's Bylaws, as amended and restated on January 27, 2009, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
This excerpt taken from the RTEC 8-K filed Jun 28, 2005.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
On June 27, 2005, the Company filed a Certificate of Designation of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware. Pursuant thereto, the Company authorized 50,000 shares of its preferred stock to be designated Series A Junior Participating Preferred Stock, as further described under "Item 3.03 Material Modification to Rights of Securities Holders." As of the date of this Form 8-K Current Report, none of the shares of Series A Junior Participating Preferred Stock have been issued.