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): April 10, 2008

 

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

 

 

1275 Harbor Bay Parkway

Alameda, California 94502

(Address of principal executive offices)    (Zip code)

 

(510) 864-8800

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

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):

 

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 April 10, 2008, the Board of Directors of UTStarcom, Inc. (the “Company”) approved the Second Amended and Restated Bylaws which provide for a majority vote standard in an uncontested election of directors.  The amendment will be effective on the first day following the date of the Company’s 2008 Annual Meeting of stockholders to be held June 27, 2008.  A copy of the Second Amended and Restated Bylaws of the Company is filed herewith as Exhibit 3.1.

 

On April 11, 2008, the Company issued a press release announcing the amendment and restatement of the Bylaws.  A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

3.1                                 Second Amended and Restated Bylaws of UTStarcom, Inc.

 

99.1         Press release dated April 11, 2008.

 

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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.

 

 

		UTSTARCOM, INC.
Date: April 14, 2008		By:	/s/ Francis P. Barton
		Name:	Francis P. Barton
		Title:	Executive Vice President and Chief
			Financial Officer

 

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EXHIBITS

 

3.1		Second Amended and Restated Bylaws of UTStarcom, Inc.
99.1		Press Release dated April 11, 2008.

 

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