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Attachment 1
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, 2009
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|
AltiGen
Communications, Inc.
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(Exact
name of Registrant as specified in charter)
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Delaware
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000-27427
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94-3204299
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|||
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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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|||
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4555
Cushing Parkway, Fremont,
CA 94538
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|||||
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(Address
of principal executive
offices) (Zip
Code)
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|||||
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Registrant’s
telephone number, including area code:
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(510)
252-9712
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||||
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N/A
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|||||
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(Former
name or former address, if changed since last report)
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|||||
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM
3.01
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NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD;
TRANSFER OF LISTING.
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(b) As
disclosed below, Mr. Eric D. Wanger has resigned from the Board of Directors of
AltiGen Communications, Inc. effective, January 26, 2009. In
accordance with the Nasdaq Marketplace Rules, the company
will give Nasdaq notice that (i) the vacancy caused by Mr. Wanger’s resignation
left (a) the Board comprised of independent directors who constitute less than a
majority of the Board, which does not satisfy Nasdaq Marketplace Rule 4350(c)(1)
that a majority of the Board be comprised of independent directors and (b) the
Audit Committee with two members, which does not satisfy the requirement of
Nasdaq Marketplace Rule 4350(d)(2) that a listed company have a three member
audit committee, and (ii) that the company would rely on the temporary cure
provision of Rules 4350(c)(1) and 4350(d)(4)(B), respectively, until the vacancy
is filled.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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(a) On
January 26, 2009, Mr. Eric D. Wanger tendered his resignation, effective
immediately, as a member of our Board of Directors, and, as a result,
effectively resigned from all committees of the Board of Directors of which he
was a member at the time of his resignation. Mr. Wanger served as a member
of the Compensation Committee and Chairman of the Audit Committee of the Board
of Directors. Mr. Wanger’s letter of resignation dated January 26, 2009 is
furnished as Exhibit 99.1 to this current report on Form 8-K.
As
previously reported on a Form 8-K filed with the Securities and Exchange
Commission on January 12, 2009, at a meeting of the Board on January 8, 2009,
our Board decided to not nominate Mr. Wanger for re-election to the Board and to
reduce the size of the Board accordingly. In his resignation letter,
Mr. Wanger questions the legality of the directors’ actions taken at such
meeting. We believe that the meeting of our Board held on January 8,
2009, at which all directors, including Mr. Wanger were present either in person
or telephonically, was properly noticed, and that all actions taken by the Board
at the meeting were appropriate and legal in all respects.
Mr.
Wanger also notes in his letter that he believes that the Board’s decision to
not nominate him for re-election to the Board was in direct retaliation to his
Form 13D/A filing on January 8, 2009. The company denies this
assertion. The Board, in making its decision to not nominate Mr.
Wanger for re-election to the Board, considered a number of different factors,
including those specified in our Form 8-K filed with the Securities and Exchange
Commission on January 12, 2009. The filing of the Form 13D/A by Mr.
Wanger was not a factor in the Board’s decision.
Additionally,
Mr. Wanger indicates in his letter that his resignation was the result of, among
other things, “fundamental differences of opinion with the other directors on
strategy and corporate governance.” Mr. Wanger has disagreed with the
other members of our Board and with management regarding the company’s overall
strategy, including how aggressive the company should be in repurchasing its
common stock in the open market. With respect to differences of
opinion regarding corporate governance, other than as set forth in the second
paragraph of this Item 5.02, Mr. Wanger’s letter did not specify, and we are not
aware of, any specific instances where Mr. Wanger and the other members of the
Board have disagreed.
We
recognize Mr. Wanger’s past contributions to the Board and his support of the
company and we will continue to work with Mr. Wanger, and all other interested
stockholders, in our efforts to build long term stockholder value.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(c)
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Exhibits
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99.1
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Letter
dated January 26, 2009, from Mr. Wanger to the Shareholders and Board of
Directors.
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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.
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AltiGen
Communications, Inc.
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||||||||
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Date: January
28, 2009
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By:
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/s/ Philip
M.
McDermott
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||||||
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Philip
M. McDermott
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||||||||
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Chief
Financial Officer
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