EZENIA INC (Form: 8-K, Received: 07/29/2011 11:14:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 26, 2011

EZENIA! INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-25882	04-3114212
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

14 Celina Drive, Suite 17-18, Nashua, NH		03063
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (603) 589-7600

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 26, 2011, the stockholders of Ezenia! Inc. (the “Company”) approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, which provides for the declassification of the Company’s Board of Directors. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on the same date. Under the Company’s Amended and Restated Certificate of Incorporation, as amended by the Charter Amendment, directors will stand for election for one-year terms expiring at the next succeeding annual meeting of the Company’s stockholders. In all cases, each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The Charter Amendment also provides that directors may be removed, with or without cause, by the vote of holders of a majority of the shares of the Company’s stock entitled to vote for the election of directors. Previously, the Company’s Amended and Restated Certificate of Incorporation permitted the removal of directors by such vote only for cause. This change to the director removal provisions was necessary because, under Delaware law, directors of companies that do not have classified boards may be removed by the stockholders either with or without cause.

On July 22, 2011, the Board of Directors of the Company approved an amendment (the “By-Law Amendment”) to the Amended and Restated By-Laws of the Company, which was contingent upon the approval of the Charter Amendment by the Company’s stockholders. The By-Law Amendment became effective upon the effectiveness of the Charter Amendment on July 26, 2011. Similar to the Charter Amendment, the By-Law Amendment provides for the annual election of directors and the removal of directors, with or without cause, by the vote of holders of a majority of the shares of the Company’s stock entitled to vote for the election of directors.

The foregoing descriptions of the Charter Amendment and By-Law Amendment are qualified in their entirety by reference to the copies of the Charter Amendment and By-Law Amendment filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K, which are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 26, 2011, the Company held its 2011 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors; elected Paul D. Sonkin, Larry Snyder, George Q. Stevens, Samuel A. Kidston, and Donald C. Jones as directors, each to serve until the 2012 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal; and also ratified the appointment of Moody, Famiglietti & Andronico, LLP as the independent auditors of the Company for fiscal 2011.

As of the record date for the Meeting, there were 15,601,601 shares of common stock of the Company outstanding and entitled to vote. The 13,634,713 shares represented at the Meeting were voted as follows:

1. Amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors

For		Against		Abstain		Broker Non-Votes
12,200,168		1,348,141		86,404		-0-

2. Election of Directors

	For	Withheld	Broker Non-Votes
Paul D. Sonkin	4,286,532	1,430,914	7,917,267
Larry Snyder	3,551,763	1,731,829	7,917,267
George Q. Stevens	4,272,216	1,445,230	7,917,267
Samuel A. Kidston	4,309,532	1,407,914	7,917,267
Donald C. Jones	4,309,532	1,407,914	7,917,267

3. Ratification of appointment of Moody, Famiglietti & Andronico, LLP as independent auditors for fiscal 2011

For		Against		Abstain		Broker Non-Votes
12,014,637		1,431,964		188,112		-0-

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Ezenia! Inc., dated July 26, 2011

3.2		Amendment to Amended and Restated By-Laws of Ezenia! Inc, effective July 26, 2011

99.1		Presentation to Stockholders for 2011 Annual Meeting of Stockholders

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.

	EZENIA! INC.


Dated: July 28, 2011	By:	/s/ Larry Snyder
		Larry Snyder
		President & Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

EZENIA! INC.

(a Delaware corporation)

Ezenia! Inc., a Delaware corporation (the “Corporation”), does hereby certify:

First: The name of the Corporation is Ezenia! Inc.

Second: The date on which the Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State is February 28, 1991 under the name of VideoServer, Inc. The Certificate of Incorporation was amended and restated on May 24, 1995, and the Corporation’s name was changed to Ezenia! Inc. on November 8, 1999.

Third: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting paragraph (b) of Article FIFTH in its entirety and substituting therefor the following:

“(b) Each director shall be elected for a term of office that shall expire at the next annual meeting of stockholders following his or her election, and each director shall hold office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Any director may be removed with or without cause and only by the vote of the holders of a majority of the shares of the Company’s stock entitled to vote for the election of directors.”

Fourth: This amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

[Signature Page Follows]

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its authorized officer on this 26 th day of July, 2011.

		EZENIA! INC.


		By:	/s/ Larry Snyder
			Larry Snyder
			President and Chief Executive Officer

Exhibit 3.2

AMENDMENT TO

AMENDED AND RESTATED BY-LAWS OF

EZENIA! INC.

The By-Laws of Ezenia! Inc., a Delaware corporation, are hereby amended by deleting Sections 3(b) and 8 of Article III in their entirety and replacing such sections respectively with the following:

“Section 3.

(b) Effective from and after the closing of the Initial Public Offering: The number of directors constituting the full Board of Directors shall be six (or such other number as the Board of Directors from time to time may determine). Each director shall be elected for a term of office that shall expire at the next annual meeting of stockholders following his or her election, and each director shall hold office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Any director may resign at any time upon written notice to the Company. Except as the General Corporation Law of Delaware may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.”

“Section 8. Except as may otherwise be provided by the General Corporation Law of Delaware or the Company’s Certificate of Incorporation, as amended and in effect from time to time, any director or the entire Board of Directors may be removed with or without cause and only by the vote of the holders of a majority of the shares of the Company’s stock entitled to vote for the election of directors.”

The foregoing is certified as an Amendment to the Amended and Restated By-Laws of Ezenia! Inc. as adopted by the Board of Directors on July 22, 2011, and effective as of July 26, 2011.

		By:	/s/ Larry Snyder
			Larry Snyder
			President, Chief Executive Officer and Secretary

Exhibit 99.1

[LOGO]

Safe Harbor For Forward Looking Statements 2 This presentation, and other information provided by us or statements made by our directors, officers or employees from time to time, may contain “forward-looking” statements and information, which involve risks and uncertainties. Statements indicating that we “expect,” “estimate,” “believe,” “are planning,” or “plan to,” are forward-looking, as are other statements concerning our business focus, strategic initiatives, product development initiatives, new product launches, changes in the competitive landscape, business and industry trends, future financial results, expense control initiatives, changes in and maintenance of our customer base and the potential development of new business, changes in our relationship with Microsoft and related purchase commitment reserve, our ability to generate cash and to meet our working capital needs, and other events that have not yet occurred. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements. Factors that may cause such differences include, but are not limited to, our ability to generate cash and to meet our working capital needs, our ability to maintain or accurately forecast revenue growth or to anticipate and accurately forecast a decline in revenue from any of our products or services, customer acceptance of our IWS version 3.0 and MxM Secure, version 2.0, our ability to compete in an intensely competitive market, our ability to develop and introduce new products or product enhancements on schedule and that respond to customer requirements and rapid technological change, our dependence on the U.S. government as our largest customer, budgetary constraints within the defense and intelligence communities or the redirection of such budgeted funds, new product introductions and product enhancements by competitors, our ability to select and implement appropriate business models, plans and strategies and to execute on them, our ability to identify, hire, train, motivate, and retain highly qualified management/other key personnel and our ability to manage changes and transitions in management/other key personnel, the impact of global economic and political conditions on our business, and unauthorized use or misappropriation of our intellectual property, as well as the risk factors discussed in Part I-Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010 and in other periodic reports filed with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We disclaim any obligation to publicly update or revise any such statement to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements

Ezenia Today 3 Focus on Maximizing Shareholder Value Shareholders Have a Voice Newly Restructured Board Greater Transparency Additional Restructuring Undertaken Proactive Sales Approach Implemented

Board Composition & Ownership 4 Name Position Shares Beneficially Owned Larry Snyder Interim CEO & Director <1% Paul Sonkin Director 10.69% Samuel Kidston Chairman of the Board 4.64% Donald C. Jones Director 4.26% George Q. Stevens Director <1%

Company Assets 5 InfoWorkSpace Secure, Real-Time, Collaborative Application Suite Existing 3000 User Install Base Opportunity to Leverage the platform within the changing D.O.D. Landscape MxM Secure Virtual Meeting, Persistent Gathering, Collaboration Toolset Persistent Whiteboard Collaborative Whiteboard Application SMB Market Focus NOL’s $27 Million Deferred Tax Asset

Working to Maximize the Value of the Assets 6 Pursuing $2.2 Million Sales Pipeline to Drive Value of IWS Investing in Persistent Whiteboard Technology MXM Development Being Re-Assessed Strategic Alternatives Process Explored

Summary/Conclusion 7 Focus on Shareholder Value Questions