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): OCTOBER 4, 2006
INTERLINK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21858 77-0056625
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
546 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 484-8855
NO CHANGE
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 6, 2006, Interlink Electronics, Inc. (the "Company") issued
a press release announcing that it had reached agreement (the "Agreement") with
Steven R. Becker, BC Advisors, LLC, SRB Management, L.P., SRB Greenway Capital,
L.P., SRB Greenway Capital (Q.P.), L.P., SRB Greenway Offshore Operating Fund,
L.P., Tom Thimot and Lawrence S. Barker (collectively, the "Becker Group") with
respect to the composition of the Company's Board of Directors. Pursuant to the
Agreement, the Becker Group has terminated its solicitation of proxies in
opposition to the Company's nominees and the Company has agreed that, effective
immediately following the election of its nominees at its Annual Meeting
scheduled for October 18, 2006, Lawrence S. Barker and Tom Thimot will serve as
additional directors. Messrs. Barker and Thimot were the Becker Group's nominees
in the group's proxy solicitation.
Upon consummation of the Agreement, the Company's Board of Directors
will consist of the six existing directors plus Messrs. Barker and Thimot.
A copy of the Agreement is attached as Exhibit 10.1 and is incorporated
by reference herein. A copy of the press release is attached as Exhibit 99.1 and
is incorporated by reference herein.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) On October 4, 2006, the Company's Board of Directors amended and
restated the Company's Amended and Restated Bylaws, as follows:
o Section 1.1 was amended to provide that the Company's Annual
Meeting will be held on the date and at the time and place
designated by the Board of Directors. Section 1.1 previously
provided that the Annual Meeting would be held on the second
Tuesday in June, unless another date was fixed by the Board.
o Section 1.8 has been updated to provide for the availability
of a stockholder list prior to Annual Meetings to reflect
changes in the Delaware General Corporation Law permitting the
use of electronic facilities and also revises the provision
regarding rights of recordholders in view of changes to the
Delaware General Corporation Law permitting beneficial owners
to inspect corporate books and records under circumstances
provided by statute.
o Section 1.10 now provides that directors are elected by a
plurality of the shares present and entitled to vote. Section
1.10 previously provided that the vote of a majority of the
stock present at a meeting and entitled to vote would decide
any question unless a greater vote was required by law.
o Section 2.2 now provides that the number of directors shall be
as determined, from time to time, by resolution of the
directors and that the Classes shall be as nearly equal as
possible. Section 2.2 previously provided for a board of seven
directors, specified the number of directors in each Class and
required amendment of the Bylaws to increase or decrease the
number of directors.
o Section 2.7 was amended to conform and clarify the changes in
the quorum requirements based on the changes to Section 2.2
and reflects the statutory requirement that a quorum may not
consist of less than one third of the total number of
directors constituting the full Board of Directors.
o Section 2.11 was amended to revise the director removal
provision to clarify that Delaware law does not permit removal
of directors without cause in the context of a classified
board, unless provided in the Certificate of Incorporation.
The Company's Certificate of Incorporation does not permit
removal of directors without cause.
o Section 3.4 now elects governance under paragraph (2) of
Section 141(c) of the Delaware General Corporation Law with
respect to the appointment and powers of board committees. By
default, the appointment and powers of board committees was
previously governed by paragraph (1) of Section 141(c) of the
Delaware General Corporation Law.
A copy of the Amended and Restated Bylaws is attached as Exhibit 3.2
and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.2 Amended and Restated Bylaws, adopted October 4, 2006.
10.1 Agreement, dated October 4, 2006, by and between Interlink
Electronics, Inc., Steven R. Becker, BC Advisors, LLC, SRB
Management, L.P., SRB Greenway Capital, L.P., SRB Greenway
Capital (Q.P.), L.P., SRB Greenway Offshore Operating Fund,
L.P., Tom Thimot and Lawrence S. Barker.
99.1 Press Release, dated October 6, 2006.
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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.
Date: October 6, 2006.
INTERLINK ELECTRONICS, INC.
By /S/ CHARLES C. BEST
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Charles C. Best
Chief Financial Officer
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