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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 5, 2004
(September 30, 2004)
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INTERDIGITAL COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Effective September 30, 2004, the Board of Directors of the Company amended
Section 4 of the Company's By-Laws to (1) include two officer titles, General
Patent Counsel and General Counsel, with descriptions of the respective powers
and duties of each office; (2) remove a provision providing for the succession
from the office of Vice-President to the office of President if the office of
President is made vacant under certain prescribed circumstances; and (3) provide
that, absent an appointment by the Board of Directors of someone other than
General Counsel, the Secretary of the Company shall be the General Counsel, and
where the Board of Directors appoints a separate individual to the position of
Secretary, such person shall report to the General Counsel.
The full text of the Company's By-Laws as so amended and restated are attached
as Exhibit 3.3 to this report.
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Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed with this report:
Exhibit 3.3 - Amended and Restated By-Laws of the Company (effective
September 30, 2004).
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SIGNATURES
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.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Howard E. Goldberg
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Howard E. Goldberg
President and Chief Executive Officer
Date: October 5, 2004
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EXHIBIT INDEX
Exhibit No. Description
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3.3 Amended and Restated By-Laws of the Company
(effective September 30, 2004)
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