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): January 26, 2015
MICROSTRATEGY INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-24435 | 51-0323571 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1850 Towers Crescent Plaza Tysons Corner, Virginia |
22182 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 848-8600
|
|
| (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 (see General Instruction A.2. below):
| ¨ | 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. |
Amended and Restated By-laws
On January 26, 2015, the Board of Directors of MicroStrategy Incorporated (the “Company”) amended and restated the Company’s By-laws (the “By-laws”, and as so amended and restated, the “Amended and Restated By-laws”). The Amended and Restated By-laws require that derivative actions and certain other disputes be brought exclusively in Delaware unless the Company consents in writing to an alternative forum. The Amended and Restated By-laws also reflect other technical and procedural changes.
This summary of the amendments to the By-laws is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached as an exhibit hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-laws of the Company, as adopted by the Board of Directors on January 26, 2015 | |
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.
| Date: January 30, 2015 | MicroStrategy Incorporated (Registrant) | |||
| By: | /s/ Douglas K. Thede | |||
| Name: | Douglas K. Thede | |||
| Title: | Senior Executive Vice President & Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-laws of the Company, as adopted by the Board of Directors on January 26, 2015 | |