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INTEGRATED SILICON SOLUTION INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

July 30, 2014



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

Creation of Series 1 Redeemable Preferred Stock for Chingis Share Exchange

On July 28, 2014, Integrated Silicon Solution, Inc. (the "Company) filed a Certificate of Designation, which was effective upon filing, to amend the Company's Restated Certificate of Incorporation and authorize for issuance 324 shares of preferred stock to be designated as Series 1 Redeemable Preferred Stock (the "Series 1 Shares"). The Series 1 Shares are non-voting, are not entitled to receive dividends, and are not convertible into shares of common stock or any other securities of the Company.

The Series 1 Shares are being authorized to enable the Company to acquire the remaining less than 1.0% of the outstanding shares of common stock of Chingis Technology Corporation ("Chingis") through a share exchange under the laws of Taiwan whereby the Company will exchange one one-thousandth (1/1000th) of a Series 1 Share for each outstanding share of Chingis common stock not already held by the Company (the "Exchange"). Following the Exchange, each Series 1 Share may be redeemed for cash at a price of $559.35 per share. If all 324 of the Series 1 Shares are redeemed, the aggregate cost to the Company will be approximately $181,229, and the Company will own 100% of the outstanding shares of Chingis.

A copy of the Certificate of Designation is attached hereto as Exhibit 3.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 3.1 Certificate of Designation



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Source: Edgar Glimpses


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