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) May 24, 2006
Exponent, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-18655 | 77-0218904 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 149 Commonwealth Drive Menlo Park, CA | 94025 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (650) 326-9400
(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 3.03 Material Modification of Rights of Security Holders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 24, 2006, the stockholders of Exponent, Inc. (the “Company”) approved, at the Annual Meeting of Stockholders, the Company’s proposal to amend its Amended and Restated Certificate of Incorporation to (i) increase the authorized number of common shares by 80 million shares, from 20 million to 100 million, (ii) increase the authorized number of preferred shares by three million shares, from two million to five million, and (iii) effect a two-for-one stock split of its common stock. As a result of the stockholder approval, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 24, 2006. The Company has committed to limit its use of the increased authorized capital stock to 20 million of the incremental 80 million common shares, and to use none of the incremental three million preferred shares, unless the approval of the Company’s stockholders is obtained subsequently, such as through a further amendment to the Company’s authorized capital stock.
A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Exponent, Inc. |
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, thereto duly authorized.
| EXPONENT, INC. | ||
| By: | /s/ Richard L. Schlenker | |
| Name: | Richard L. Schlenker | |
| Title: | Chief Financial Officer | |
Date: May 24, 2006
EXHIBIT INDEX
| Exhibit 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Exponent, Inc. |