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)
November 27, 2015
Planar
Systems, Inc.
(Exact name of registrant as specified in its charter)
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Oregon |
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0-23018 |
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93-0835396 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1195 NW Compton Drive
Beaverton, Oregon 97006
(Address of principal executive offices, including zip code)
(503) 748-1100
(Registrants telephone number, including area code)
Not applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
Effective November 27, 2015 (the Effective Time), pursuant to the Agreement and Plan of Merger, dated as of August 12,
2015 (the Merger Agreement), among Planar Systems, Inc. (the Company), Leyard American Corporation (Parent), Leopard Acquisition Corporation (Merger Sub), and Leyard Optoelectronic Co., Ltd., following
the completion of the merger contemplated thereby (the Merger), the Company became a wholly owned subsidiary of Parent.
Item 2.01.
Completion of Acquisition or Disposition of Assets
Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of
the Merger and without any action on the part of any shareholder, each share of the Companys common stock, no par value, issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $6.58
in cash, without interest (the Merger Consideration). Upon the Effective Time, holders of the Companys common stock immediately prior to the Effective Time ceased to have any rights as shareholders of the Company (other than their
right to receive the Merger Consideration).
Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase
one share of the Companys common stock was cancelled and the holder thereof became entitled to receive a payment in cash, without interest, equal to the product of the number of shares subject to such option and the excess, if any, of the
Merger Consideration over the exercise price of the option. In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award and each share of common stock subject to forfeiture
became fully vested (and any performance-based vesting conditions were eliminated) with respect to the maximum number of shares underlying such award and the grantee thereof became entitled to receive, as soon as reasonably practicable, an amount in
cash equal to the Merger Consideration for each share covered by such award.
The foregoing description of the Merger and the Merger
Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference. The information included in Item 5.01 is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
(d) In connection with the completion of the Merger on November 27, 2015, the Company notified the NASDAQ Global Market
(NASDAQ) of the effectiveness of the Merger. In addition, the Company requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the SEC) with respect to the
common stock of the Company and suspend trading of the Companys common stock on NASDAQ. As a result, trading in shares of the Companys common stock on the NASDAQ was suspended as of the close of business on November 27, 2015.
Item 3.03. Material Modification to Rights of Security Holders
The information contained in Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant
As a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
The information contained in Item 2.01 and Item 5.02 below is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective as of the Effective Time, the directors of Merger Sub became the
directors of the Company, and all of the former members of the Companys Board of Directors ceased to be directors of the Company. This change was not a result of any disagreements between the Company and the directors on any matter relating to
the Companys operations, policies or practices.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 27, 2015, in connection with the Merger, the Amended and Restated Articles of Incorporation of the Company and the
Second Restated Bylaws of the Company were each amended in their entirety and as so amended became the Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company.
Copies of the Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as
Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On November 27, 2015, the Company issued a press release announcing completion of the Merger. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part
of this report:
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Exhibit |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated August 12, 2015, by and among Planar Systems, Inc., Leyard American Corporation, Leopard Acquisition Corporation and Leyard Optoelectronic Co., Ltd. (incorporated herein by reference to the
corresponding exhibit to the Companys Current Report on Form 8-K filed with the SEC on August 13, 2015). |
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3.1 |
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Amended and Restated Articles of Incorporation of Planar Systems, Inc. |
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3.2 |
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Amended and Restated Bylaws of Planar Systems, Inc. |
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99.1 |
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Press release of Planar Systems, Inc., dated November 27, 2015. |
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.
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PLANAR SYSTEMS, INC.
(Registrant) |
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By: |
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/s/ Stephen M. Going |
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Stephen M. Going |
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Senior Vice President, General Counsel and
Secretary |
Date: December 2, 2015
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PLANAR SYSTEMS, INC.
ARTICLE I
The
name of the Corporation is Planar Systems, Inc. (the Corporation).
ARTICLE II
The address of the Corporations registered agents office in the State of Oregon is 388 State Street, Suite 420, Salem, OR 97301.
The name of its registered agent at such address is CT Corporation System. The State may mail notices to the address of the Corporations registered agents office at 388 State Street, Suite 420, Salem, OR 97301.
ARTICLE III
The purpose
of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Oregon Revised Statutes (the ORS) as the same exists or may hereafter be amended.
ARTICLE IV
The total
number of shares of stock that the Corporation shall have authority to issue is one hundred (100), consisting of one hundred (100) shares of Common Stock, no par value per share.
ARTICLE V
In furtherance
and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VI
Elections of
directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.
ARTICLE VIII
To the
fullest extent permitted by the ORS, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The
liability of a director of the Corporation to the Corporation or its shareholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that the ORS does not apply. The
Corporation is authorized to provide by Bylaw, agreement or otherwise for indemnification of directors, officers, employees and agents for breach of duty to the corporation and its shareholders in excess of the indemnification otherwise permitted by
applicable law. Any repeal or modification of this Article VIII shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification.
Exhibit 3.2
AMENDED AND RESTATED BYLAWS OF
PLANAR SYSTEMS, INC.
ARTICLE I MEETINGS OF SHAREHOLDERS
1.1 Place of Meetings. Meetings of shareholders of Planar Systems, Inc. (the Corporation) shall be held at
any place, within or outside the State of Oregon, designated by the Corporations board of directors (the Board of Directors). The Board may, in its sole discretion, determine that a meeting of shareholders shall not be held
at any place, but may instead be held solely by means of remote communication as authorized by Section 60.201(2) of the Oregon Revised Statutes (the ORS). In the absence of any such designation or determination,
shareholders meetings shall be held at the Corporations principal executive office.
1.2 Annual Meeting. An
annual meeting of shareholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. The
Corporation shall not be required to hold an annual meeting of shareholders provided that (i) the shareholders are not prohibited to act by written consent under the Corporations certificate of incorporation or these bylaws, (ii) the
shareholders take action by written consent to elect directors and (iii) the shareholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual
meeting held at the effective time of such action are vacant and are filled by such action.
1.3 Special Meeting. A special
meeting of the shareholders may be called at any time by the Board of Directors, chairperson of the Board of Directors, chief executive officer or president (in the absence of a chief executive officer) or by one or more shareholders holding shares
in the aggregate entitled to cast not less than 10% of the votes at that meeting. If any person(s) other than the Board of Directors calls a special meeting, the request shall:
(i) be in writing;
(ii) specify
the time of such meeting and the general nature of the business proposed to be transacted; and
(iii) be delivered personally or sent by
registered mail or by facsimile transmission to the chairperson of the Board of Directors, the chief executive officer, the president (in the absence of a chief executive officer) or the secretary of the Corporation.
The officer(s) receiving the request shall cause notice to be promptly given to the shareholders entitled to vote at such meeting, in
accordance with the provisions of Sections 1.4 and 1.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business
specified in such notice to shareholders. Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of shareholders called by action of the Board of Directors may be
held.
1.4 Notice of Shareholders Meetings. All notices of meetings of shareholders
shall be sent or otherwise given in accordance with either Section 1.5 or Section 7.1 of these bylaws not less than 10 or more than 60 days before the date of the meeting to each shareholder entitled to vote at such meeting. The notice
shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.
1.5 Manner of Giving Notice; Affidavit of Notice. Notice of any
meeting of shareholders shall be given:
(i) if mailed, when deposited in the United States mail, postage prepaid, directed to the
shareholder at his or her address as it appears on the Corporations records; or
(ii) if electronically transmitted as provided in
Section 7.1 of these bylaws.
An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or
any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
1.6 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of
shareholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient
to constitute a quorum. If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the chairperson of the meeting, or (ii) the shareholders entitled to vote at the meeting, present in person
or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.
1.7 Adjourned Meeting; Notice. Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the
same or some other place, and notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which shareholders and proxy holders may be deemed to be present in person and vote
at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
1.8 Conduct of Business. Meetings of shareholders shall be presided over by the Chairman of the Board of Directors, if any, or
in his or her absence by the Vice Chairman of the Board of Directors, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the
Board of Directors, or in the absence of such designation by a chairperson chosen at the
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meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson
of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.
1.9 Voting. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the
provisions of Section 1.11 of these bylaws, subject to Section 60.241 (relating to voting requirements of voting groups), Section 60.244 (relating to action by single and multiple voting groups) and Section 60.254 (relating to
voting trusts and agreements) of the ORS.
Except as may be otherwise provided in the certificate of incorporation or these bylaws, each
shareholder shall be entitled to one vote for each share of capital stock held by such shareholder. Voting at meetings of shareholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the
holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of shareholders for the
election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the holders of
shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.
1.10 Shareholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any
action required by the ORS to be taken at any annual or special meeting of shareholders of a corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided in Section 60.211 of the ORS. In the event that the action which is consented to
is such as would have required the filing of a certificate under any provision of the ORS, if such action had been voted on by shareholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement
required by such provision concerning any vote of shareholders, that written consent has been given in accordance with Section 60.211 of the ORS.
1.11 Record Date for Shareholder Notice; Voting; Giving Consents. In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate
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action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date:
(i) in the case of determination of shareholders entitled to notice of or to vote at any meeting of
shareholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;
(ii) in the case of determination of shareholders entitled to express consent to corporate action in writing without a meeting, shall not be
more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; and
(iii) in the
case of determination of shareholders for any other action, shall not be more than sixty days prior to such other action.
If no record
date is fixed by the Board of Directors:
(i) the record date for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;
(ii) the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting when no prior
action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and
(iii) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote at a meeting
of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
1.12 Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to act for such shareholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the
meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The provisions of Section 60.231 of the ORS shall govern the revocability of a proxy that states on its face
that it is irrevocable.
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1.13 List of Shareholders Entitled to Vote. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder
and the number of shares registered in the name of each shareholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with
the notice of the meeting, or (ii) during ordinary business hours, at the Corporations principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only to shareholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any shareholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and
the number of shares held by each of them.
ARTICLE II DIRECTORS
2.1 Powers. Subject to the provisions of the ORS and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of
Directors.
2.2 Number of Directors. The number of directors shall be determined from time to time by resolution of the
Board of Directors, provided the Board of Directors shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that directors term of office expires.
2.3 Election, Qualification and Term of Office of Directors. Except as provided in Section 2.4 of these bylaws, directors
shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Directors need not be shareholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or
these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such directors successor is elected and qualified or until such directors earlier
death, resignation or removal.
2.4 Resignation and Vacancies. Any director may resign at any time upon notice given in
writing or by electronic transmission to the Corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to
fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section in the filling of other vacancies.
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Unless otherwise provided in the certificate of incorporation or these bylaws:
(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the
shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining
director so elected.
If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in
office, then any officer or any shareholder or an executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of
shareholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the circuit court (the Court) for a decree summarily ordering an election as provided in Section 60.207 of
the ORS. If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), then the Court
may, upon application of any shareholder or shareholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 60.207 of the ORS as far as applicable.
2.5 Place of Meetings; Meetings by Telephone. The Board of Directors may hold meetings, both regular and special, either within
or outside the State of Oregon.
Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
2.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the Board of Directors.
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2.7 Special Meetings; Notice.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors,
the chief executive officer, the president, the secretary or any two directors.
Notice of the time and place of special meetings shall
be:
(i) delivered personally by hand, by courier or by telephone;
(ii) sent by United States first-class mail, postage prepaid;
(iii) sent by facsimile; or
(iv) sent by electronic mail,
directed to each
director at that directors address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporations records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by
electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the
holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal executive office) or the purpose of the meeting.
2.8 Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the certificate of
incorporation or these bylaws. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum
is present.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
2.9 Board of Directors
Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
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2.10 Fees and Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors.
2.11
Approval of Loans to Officers. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a
director of the Corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.
2.12 Removal of Directors. Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any
director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such
directors term of office.
ARTICLE III COMMITTEES
3.1 Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors or in these bylaws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or
authority to (i) approve or adopt, or recommend to the shareholders, any action or matter expressly required by the ORS to be submitted to shareholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation
3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors
when required.
3.3 Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of:
(i) Section 2.5 (place of meetings and meetings by telephone);
(ii) Section 2.6 (regular meetings);
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(iii) Section 2.7 (special meetings and notice);
(iv) Section 2.8 (quorum);
(v) Section 6.10 (waiver of notice); and
(vi) Section 2.9 (action without a meeting)
with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members.
However:
(i) the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by
resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board of Directors; and
(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings
of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
ARTICLE IV OFFICERS
4.1 Officers. The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the
discretion of the Board of Directors, a chairperson of the Board of Directors, a vice chairperson of the Board of Directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice
presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. The same person may hold any number of offices.
4.2 Appointment of Officers. The Board of Directors shall appoint the officers of the Corporation, except such officers as may
be appointed in accordance with the provisions of Sections 4.3 and 4.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.
4.3 Subordinate Officers. The Board of Directors may appoint, or empower the chief executive officer or, in the absence of a
chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as
are provided in these bylaws or as the Board of Directors may from time to time determine.
4.4 Removal and Resignation of
Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special
meeting of the Board of Directors or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
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Any officer may resign at any time by giving written notice to the Corporation. Any resignation
shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
4.5
Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or as provided in Section 4.2.
4.6 Representation of Shares of Other Corporations. The chairperson of the Board Directors, the president, any vice president,
the treasurer, the secretary or assistant secretary of the Corporation, or any other person authorized by the Board of Directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy
or power of attorney duly executed by such person having the authority.
4.7 Authority and Duties of Officers. All officers
of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors or the shareholders and, to the extent not so
provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.
ARTICLE V RECORDS
AND REPORTS
5.1 Maintenance and Inspection of Records. The Corporation shall, either at its principal executive office
or at such place or places as designated by the Board of Directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books, and other records.
Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under
oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporations stock ledger, a list of its shareholders, and its other books and records and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such persons interest as a shareholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the shareholder. The demand under oath shall be directed to the Corporation at its registered office in Oregon or at its
principal executive office.
5.2 Inspection by Directors. Any director shall have the right to examine the
Corporations stock ledger, a list of its shareholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court is hereby vested with
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the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Corporation to permit the director to inspect any and all books
and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the
Court may deem just and proper.
5.3 Annual Report. The Corporation shall cause an annual report to be sent to the
shareholders of the Corporation to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Corporations shares, the requirement of sending of an annual report to the shareholders of the
Corporation is expressly waived (to the extent permitted under applicable law).
ARTICLE VI GENERAL MATTERS
6.1 Stock Certificates; Partly Paid Shares. The shares of the Corporation shall be represented by certificates, provided that
the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to
have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the
remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Corporation in the case of uncertificated partly paid shares, the
total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but
only upon the basis of the percentage of the consideration actually paid thereon.
6.2 Special Designation on Certificates.
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or
series of stock; provided, however, that, except as otherwise provided in Section 60.167 of the ORS, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the
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Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each shareholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
6.3 Lost Certificates. Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a
previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owners legal representative, to give the Corporation a bond sufficient to indemnify it against any
claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
6.4 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and
definitions in the ORS shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term person includes both
a corporation and a natural person.
6.5 Dividends. The Board of Directors, subject to any restrictions contained in either
(i) the ORS, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporations capital stock.
The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.
6.6 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and may be changed by
the Board of Directors.
6.7 Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be
altered by the Board of Directors. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
6.8 Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of
shareholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such shareholders in any manner not prohibited by the ORS.
6.9 Registered Shareholders. The Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to
vote as such owner;
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(ii) shall be entitled to hold liable for calls and assessments the person registered on its
books as the owner of shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Oregon.
6.10 Waiver of Notice. Whenever notice is required to be given under any provision of the ORS, the certificate of incorporation
or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation or these bylaws.
ARTICLE VII NOTICE BY ELECTRONIC
TRANSMISSION
7.1 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given
effectively to shareholders pursuant to the ORS, the certificate of incorporation or these bylaws, any notice to shareholders given by the Corporation under any provision of the ORS, the certificate of incorporation or these bylaws shall be
effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Corporation. Any such consent shall be deemed
revoked if:
(i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in
accordance with such consent; and
(ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to
the transfer agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice;
(ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice;
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(iii) if by a posting on an electronic network together with separate notice to the shareholder
of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any
other form of electronic transmission, when directed to the shareholder.
An affidavit of the secretary or an assistant secretary or of
the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
7.2 Definition of Electronic Transmission. An electronic transmission means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
ARTICLE VIII INDEMNIFICATION
8.1 Indemnification of Directors and Officers. The Corporation shall, to the maximum extent and in the manner permitted by the
ORS, indemnify each of its directors and officers against expenses (including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact
that such person is or was an agent of the Corporation. For purposes of this Section 8.1, a director or officer of the Corporation includes any person (a) who is or was a director or officer of the Corporation,
(b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a
predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.
8.2
Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the ORS, to indemnify each of its employees and agents (other than directors and officers) against expenses
(including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes
of this Section 8.2, an employee or agent of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.
8.3 Payment of Expenses in Advance. Expenses incurred in
defending any action or proceeding for which indemnification is required pursuant to Section 8.1 or for which indemnification is permitted pursuant to Section 8.2 shall be paid by the Corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article VIII.
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8.4 Indemnity Not Exclusive. The indemnification provided by this Article VIII
shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation.
8.5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the ORS.
8.6 Conflicts. No indemnification or advance shall be made under this Article VIII, except where such indemnification or advance
is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:
(i) That
it would be inconsistent with a provision of the certificate of incorporation, these bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which
the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(ii) That it would be
inconsistent with any condition expressly imposed by a court in approving a settlement.
ARTICLE IX AMENDMENTS
These bylaws may be adopted, amended or repealed by the shareholders entitled to vote. However, the Corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the shareholders of the power, nor limit their power to adopt, amend or repeal
bylaws.
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Exhibit 99.1
PLANAR ANNOUNCES CLOSING OF MERGER WITH LEYARD
Beaverton, Oregon November 27, 2015
Planar
Systems, Inc. (Nasdaq: PLNR), a global leader in display and digital signage technology, announced today that it has closed its sale to Leyard American Corporation, a subsidiary of Leyard Optoelectronic Co., Ltd., which designs, produces, and
distributes a range of LED display products and its ancillary systems.
As previously announced on August 12, 2015, Planar and Leyard entered into a
definitive merger agreement, pursuant to which Leyard American Corporation agreed to acquire all of the common stock of Planar for a purchase price of $6.58 per share.
Planar has requested that The Nasdaq Stock Market LLC suspend trading and delist Planar common stock in connection with the closing of the merger.
BofA Merrill Lynch served as financial advisor to Planar and Roth Capital Partners, LLC served as financial advisor to Leyard. Perkins Coie LLP provided legal
advice to Planar and Shearman & Sterling LLP provided legal advice to Leyard.
About Planar
Planar, Inc. (Nasdaq: PLNR) is a global leader in display and digital signage technology, providing premier solutions for the worlds most demanding
environments. Retailers, educational institutions, government agencies, businesses, utilities and energy firms, and home theater enthusiasts all depend on Planar to provide superior performance when image experience is of the highest importance.
Planar video walls, large format LCD displays, interactive touch screen monitors and many other solutions are used by the worlds leading organizations in applications ranging from digital signage to simulation and from interactive kiosks to
large-scale data visualization. Founded in 1983, Planar is headquartered in Oregon, USA, with offices, manufacturing partners and customers worldwide.
About Leyard
Leyard Optoelectronic Co., Ltd. designs,
produces, and distributes a range of LED display products and its ancillary systems worldwide. Leyard offers indoor, outdoor, fixed and creative LED displays that are used in various applications, such as sports, advertisement, concerts, shopping
malls, stadiums, exhibitions and other indoor and outdoor events. It also rents LED displays. Leyard was founded in 1995 and is headquartered in Beijing, China.
Company Contact
Planar Systems, Inc.
Ryan Gray
(503) 748-8911
ryan.gray@planar.com
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