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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): April 10, 2006
CORILLIAN CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 0-29291
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Oregon |
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91-1795219 |
(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification No.) |
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3400 NW John Olsen Place |
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Hillsboro, Oregon |
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97124 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (503) 629-3300
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 (see General
Instruction A.2. below):
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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)) |
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective as of April 10, 2006, Corillians Board of Directors amended Corillians bylaws to
add Section 3.2.1A, which allows for a classified Board of Directors, as determined by resolution
of the Board of Directors, whereby the directors would be divided into three classes, with each
class standing for election at the annual meeting of shareholders every third year. Corillians
Articles of Incorporation require such a classified Board of Directors in the event that there are
more than six directors.
The amendment to the bylaws is filed as an exhibit to this Current Report on Form 8-K and are
incorporated into this Item 5.03 by this reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit |
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Description |
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3.1
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Certificate of Amendment to Second Restated Bylaws, dated April 10, 2006 |
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.
Date: April 14, 2006
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CORILLIAN CORPORATION
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By: |
/s/ PAUL K. WILDE
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Paul K. Wilde |
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Chief Financial Officer |
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