Ess Technology Inc - Current report filing (8-K)
30 6월 2008 - 7:01PM
Edgar (US Regulatory)
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): June 27, 2008
ESS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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California
(State or other jurisdiction
of incorporation)
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0-26660
(Commission File Number)
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94-2928582
(IRS Employer
Identification No.)
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48401 FREMONT BOULEVARD
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FREMONT, CA
(Address of principal
executive offices)
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94538
(Zip Code)
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Registrants telephone number, including area code: (510) 492-1088
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:
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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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TABLE OF CONTENTS
ESS Technology, Inc. (the Company) previously announced that on
February 21, 2008, the Company, Echo Technology (Delaware), Inc., a
Delaware corporation and a wholly owned subsidiary of the Company,
Semiconductor Holding Corporation, a Delaware corporation and wholly
owned subsidiary of Imperium Master Fund, Ltd. (Imperium), and Echo
Mergerco, Inc., a Delaware corporation and a wholly owned subsidiary of
Imperium entered into an Agreement and Plan of Merger (the Merger
Agreement) pursuant to which the Company is expected to be acquired by
Imperium (the Merger).
At the Annual Shareholder Meeting of the Company, held on June 27,
2008, the shareholders approved the proposed reincorporation of the
Company to Delaware and the re-election of the Companys directors:
Robert L. Blair, John Marsh, Peter Mok, Alfred Stein and David Lee. On
June 27, 2008, the Company issued a press release announcing the
shareholder approval of the reincorporation of the Company to Delaware.
A copy of the press release is attached as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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99.1
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Press release issued by ESS Technology, Inc., dated June 27, 2008.
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SIGNATURE
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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Date: June 27, 2008
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ESS TECHNOLOGY, INC.
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By:
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/s/ Robert L. Blair
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Robert L. Blair
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President and Chief Executive Officer
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EXHIBIT INDEX
99.1
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Press release issued by ESS Technology, Inc., dated June 27, 2008.
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Ess Tech (DE) Comm (MM) (NASDAQ:ESST)
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Ess Tech (DE) Comm (MM) (NASDAQ:ESST)
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