form8-k.htm
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): November 14, 2007
KEY
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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OREGON
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0-21820
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93-0822509
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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150
Avery
Street
Walla
Walla, Washington 99362
(Address
of principal executive offices) (Zip Code)
(509)
529-2161
(Registrant’s
telephone number, including area code)
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
(a) Effective
November 14, 2007, the Board of Directors of Key Technology, Inc. (the
"Company") adopted amended and restated Bylaws (the "2007 Amended and Restated
Bylaws"). Among other things, the 2007 Amended and Restated
Bylaws:
· Revise
the requirements for a shareholder properly to bring a matter before an annual
meeting of the shareholders. As revised, the 2007 Amended and
Restated Bylaws increase the advance notice period from 30 to 120 days prior
to
the date that corresponds to the date on which the preceding year's proxy
materials were distributed and expand the information a shareholder must include
in the advance written notice.
· Require
shareholders to provide a written request for a special meeting of the
shareholders 60 days prior to the proposed date for such meeting.
· Establish
the Audit Committee, Compensation Committee, and Nominating and Corporate
Governance Committee as standing committees of the Board of Directors with
the
power and authority specified in the charter for each such
committee.
· Authorize
ownership of shares of the Company's stock to be evidenced by direct
registration on the books and records of the Company or its transfer agent
without the issuance of a certificate. This will allow the Company's
securities to be eligible for a direct registration system, as required by
the
Nasdaq Stock Market, LLC.
The
2007 Amended and Restated Bylaws
include other immaterial changes, including changes to the organization and
language of various provisions.
The
foregoing is a general description
of the 2007 Amended and Restated Bylaws and is qualified in its entirety by
the
copy of the 2007 Amended and Restated Bylaws attached hereto as Exhibit 3.1(ii)
and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
3.1(ii) 2007
Amended and Restated Bylaws of Key Technology, Inc., dated November 14,
2007
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this Current
Report on Form 8-K to be signed on its behalf by the undersigned thereunto
duly
authorized.
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KEY
TECHNOLOGY, INC.
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/s/
David M. Camp
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David
M. Camp
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President
and Chief Executive Officer
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Dated:
November 20, 2007
EXHIBIT
INDEX
Exhibit
No. Description
3.1(ii) 2007
Amended and Restated Bylaws of Key Technology, Inc.,dated November 14,
2007