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

Year.

On September 25, 2020, Corsair Gaming, Inc.'s (the "Company") amended and restated certificate of incorporation (the "Certificate of Incorporation"), filed with the Secretary of State of the State of Delaware on September 25, 2020, and its amended and restated bylaws (the "Bylaws") became effective in connection with the closing of the initial public offering of shares of the Company's common stock. As described in the Registration Statement on Form S-1 (File No. 333-248247), as amended, the Company's board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company's initial public offering.

As amended and restated, the Certificate of Incorporation and the Bylaws contain provisions that, among other things:





  •   authorize 300,000,000 shares of common stock;




         •   delete all references to the various series of preferred stock that
             were previously authorized and instead create 5,000,000 shares of
             undesignated preferred stock with terms to be set by the board of
             directors, which rights could be senior to those of the common stock;




         •   do not provide for cumulative voting in the election of directors,
             which means that stockholders holding a majority of the shares of
             common stock outstanding will be able to elect all directors;




         •   allow the board of directors to alter the bylaws without obtaining
             stockholder approval;




         •   eliminate the rights of stockholders to call a special meeting of
             stockholders and to take action by written consent in lieu of a
             meeting;




         •   provide that directors may be removed with or without cause upon the
             affirmative vote of a majority of the Company's outstanding common
             stock; provided, however, at any time when Corsair Group (Cayman), LP
             and its affiliates ("EagleTree") beneficially own, in the aggregate,
             less than 50% of the Company's outstanding common stock entitled to
             vote at an election of directors, directors may only be removed for
             cause and only by the affirmative vote of holders of at least 66-2/3%
             of the Company's outstanding common stock;




         •   require the approval of at least 50% of the shares entitled to vote,
             if EagleTree beneficially owns at least 50% of the shares entitled to
             vote and 66 2/3% of the shares entitled to vote, if EagleTree
             beneficially owns less than 50% of the shares entitled to vote, to
             adopt, amend or repeal the bylaws or amend, alter, change or repeal
             the Certificate of Incorporation;




         •   unless the Company consents in writing to the selection of an
             alternative forum, designate the Court of Chancery of the State of
             Delaware (or, in the event that the Chancery Court does not have
             jurisdiction, the federal district court for the District of Delaware)
             to be the sole and exclusive forum for (i) any derivative action, suit
             or proceeding brought on behalf of the Company; (ii) any action, suit
             or proceeding asserting a claim of breach of a fiduciary duty owed by
             any of the Company's directors, officers, employees or stockholders to
             the Company or its stockholders; (iii) any action, suit or proceeding
             arising pursuant to any provision of the Delaware General Corporation
             Law or the Certificate of Incorporation or the Company's bylaws or as
             to which the Delaware General Corporation Law confers jurisdiction on
             the Chancery Court; or (iv) any action, suit or proceeding asserting a
             claim against the Company governed by the internal affairs doctrine;
             provided that, the exclusive forum provision will not apply to suits
             brought to enforce any liability or duty created by the Securities
             Exchange Act of 1934, as amended, or any other claim for which the
             federal courts of the United States have exclusive jurisdiction;




         •   designate the federal district courts of the United States as the
             exclusive forum for the resolution of any complaint asserting a cause
             of action arising under the Securities Act of 1933, as amended, unless
             the Company consents in writing to the selection of an alternative
             forum; and




         •   establish a classified board of directors, as a result of which the
             successors to the directors whose terms have expired will be elected
             to serve from the time of election and qualification until the third
             annual meeting following their election.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 8.01 Other Events.

On September 25, 2020, the Company completed its initial public offering, which included the selling of 7,500,000 shares of its common stock at a price to the public of $17.00 per share and a secondary offering of 6,500,000 shares of the Company's common stock at a price to the public of $17.00 per share by certain selling stockholders as described in the Registration Statement on Form S-1 (File No. 333-248247), as amended. The gross proceeds to the Company from the initial public offering were approximately $118.6 million, after deducting underwriting discounts and commissions and before estimated offering expenses payable by the Company and the gross proceeds to the selling stockholders were approximately $102.8 million, after deducting underwriting discounts and commissions and before estimated offering expenses payable by the selling stockholders. The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of common stock at the initial public offering price, less the underwriting discounts and commissions.

Item 9.01 Financial Statements and Exhibits.






Exhibit No.        Description

                     Amended and Restated Certificate of Incorporation of Corsair
    3.1            Gaming, Inc.

    3.2              Amended and Restated Bylaws of Corsair Gaming, Inc.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses