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): February 22, 2005
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (609)-275-0500
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:
[]Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[]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.
(a) On February 22, 2005, the Board of Directors of Integra LifeSciences
Holdings Corporation (the "Company") amended the Company's Amended and Restated
By-Laws to (1) permit the electronic transmission of notice to consenting
stockholders pursuant to Section 232(a) of the General Corporation Law of the
State of Delaware, (2) authorize the Board of Directors to adopt a resolution
permitting electronic voting by the Company's stockholders via a secure method
of transmission, as permitted by Section 211(e) of the General Corporation Law
of the State of Delaware, (3) modify the method by which matters to be voted
upon by stockholders (other than the election of directors) are approved from a
majority in voting power of the shares present in person or represented by proxy
to a majority in voting power of the shares present in person or represented by
proxy and entitled to vote upon the matter presented and (4) make certain
technical corrections.
The Amended and Restated By-Laws of the Company, as amended on February 22,
2005, are attached as Exhibit 3.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibit
3.1 Amended and Restated By-Laws of Integra LifeSciences
Holdings Corporation, as amended February 22, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: February 24, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
3.1 Amended and Restated By-Laws of Integra LifeSciences
Holdings Corporation, as amended February 22, 2005
EXHIBIT 3.1
(As amended through
February 22, 2005)
AMENDED AND RESTATED BY-LAWS
of
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(A Delaware Corporation)
ARTICLE 1
OFFICES
Section 1.01 Offices. The Corporation may have offices at such places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.01 Place of Meeting. Meetings of the stockholders shall be
held at such place, within the State of Delaware or elsewhere; as may be fixed
from time to time by the Board of Directors. If no place is so fixed for a
meeting, it shall be held at the Corporation's then principal executive office.
Section 2.02 Annual Meeting. The annual meeting of stockholders shall
be held, unless the Board of Directors shall fix some other hour or date
therefor, at nine o'clock A.M. on the first Monday of May in each year, if not a
legal holiday under the laws of Delaware, and, if a legal holiday, then on the
next succeeding secular day not a legal holiday under the laws of Delaware, at
which the stockholders shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting.
Section 2.03 Notice of Annual Meetings. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than 10 days nor more than
60 days before the date of the meeting.
Section 2.04 List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be so specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 2.05 Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.06 Notice of Special Meetings. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 days nor more than 60 days
before the date of the meeting.
Section 2.07 Quorum; Voting. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, 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 shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
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 stockholder of
record entitled to vote at the meeting. At any meeting of stockholders (at which
a quorum is present to organize the meeting), all matters, except as otherwise
provided by applicable law, pursuant to any regulation applicable to the
Corporation or its securities or by the Certificate of Incorporation or by these
By-Laws, shall be decided by the affirmative vote of a majority in voting power
of shares present in person or represented by proxy and entitled to vote
thereon. At all meetings of stockholders at which directors are to be elected,
directors shall be elected by a plurality of the votes cast. Unless otherwise
provided in the Certificate of Incorporation, each stockholder shall at every
meeting of stockholders be entitled to one vote in person or by proxy for each
share of the capital stock having voting power held by such stockholder, but no
shares shall be voted pursuant to a proxy more than three years after the date
of the proxy unless the proxy provides for a longer period. The Board of
Directors may by resolution establish a method for stockholders to cast their
vote by a secure electronic method.
Section 2.08 Action Without a Meeting. Unless otherwise restricted by
the Certificate of Incorporation, any action required or permitted to be taken
at any annual or special meeting of stockholders 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 and shall be delivered to the corporation by
delivery to its registered office in the State, its principal place of business,
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty days after the earliest dated consent delivered in the manner required by
this Section to the corporation, written consents signed by a sufficient number
of stockholders to take action are delivered in the manner required by this
Section to the Corporation. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE 3
DIRECTORS
Section 3.01 Number and Term of Office. The number of directors of the
Corporation shall be not less than three nor more than thirteen, as designated
from time to time by resolution of the Board of Directors. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 3.02 hereof. Each director elected shall hold office for a term of one
year and shall serve until his successor is elected and qualified or until his
earlier death, resignation or removal. Directors need not be stockholders.
Section 3.02 Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole Board of
Directors (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10 percent 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.
Section 3.03 Resignations. Any director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time of
receipt thereof or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 3.04 Direction of Management. The business of the Corporation
shall be managed under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
Section 3.05 Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 3.06 Annual Meeting. Immediately after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held or, if notice of such meeting is given, at
the place specified in such notice. Notice of such meeting need not be given. In
the absence of a quorum at said meeting, the same may be held at any other time
and place which shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by the directors, if any, not attending and participating
in the meeting.
Section 3.07 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.
Section 3.08 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, or the President on 2
days' notice to each director; either personally (including telephone), or in
the manner specified in Section 4.01; special meetings shall be called by the
Chairman of the Board, or the President or the Secretary in like manner and on
like notice of the written request of two directors.
Section 3.09 Quorum; Voting. At all meetings of the Board of Directors,
a majority of the directors shall constitute a quorum for the transaction of
business; and at all meetings of any committee of the Board of Directors, a
majority of the members of such committee shall constitute a quorum for the
transaction of business. The act of a majority of the directors present at any
meeting of the Board of Directors or any committee thereof at which there is a
quorum present shall be the act of the Board of Directors or such committee, as
the case may be, except as may be otherwise specifically provided by statute or
by the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors or committee thereof, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 3.10 Action Without a Meeting. 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, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 3.11 Participation in Meetings. One or more directors may
participate in any meeting of the Board of Directors or committee thereof by
means of conference telephone or similar communications equipment by which all
persons participating can hear each other.
Section 3.12 Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, 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. Any such committee, to the extent
provided in the resolution, shall have and may exercise all of the powers and
authority of the Board of Directors and may authorize the seal of the
Corporation to be affixed to all papers which may require it, but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution providing for the issuance of shares of stock
adopted by the Board of Directors, fix any preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend, to authorize the issuance of stock, or
to adopt a certificate of ownership and merger. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
requested.
Section 3.13 Compensation of Directors. Each director shall be entitled
to receive such compensation, if any, as may from time to time be fixed by the
Board of Directors. Members of special or standing committees may be allowed
like compensation for attending committee meetings. Directors may also be
reimbursed by the Corporation for all reasonable expenses incurred in traveling
to and from the place of each meeting of the Board of Directors or of any such
committee or otherwise incurred in the performance of their duties as directors.
No payment referred to herein shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE 4
NOTICES
Section 4.01 Notices. Whenever, under the provisions of law or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, such requirement shall not be construed to
necessitate personal notice. Such notice may in every instance be effectively
given by depositing a writing in a post office or letter box, in a postpaid,
sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex
or by delivering a writing in a sealed wrapper prepaid to a courier service
guaranteeing delivery within 2 business days, in each case addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation in the case of a stockholder and at his business address (unless he
shall have filed a written request with the Secretary that notices be directed
to a different address) in the case of a director. Such notice shall be deemed
to be given at the time it is so dispatched. Notice to directors may be given by
electronic transmission or facsimile. Except as otherwise provided by Delaware
law, notice to stockholders may also be given by a form of electronic
transmission consented to by the stockholder to whom the notice is being given.
Any such consent shall be revocable by the stockholder by written notice to the
Corporation. Notice given by a form of electronic transmission shall be deemed
given (i) if by facsimile telecommunication, when directed to a number at which
the stockholder has consented to receive notice, (ii) if by electronic mail,
when directed to an electronic mail address at which the stockholder has
consented to receive notice, (iii) if by posting on an electronic network
together with separate notice to the stockholder 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
stockholder.
Section 4.02 Waiver of Notice. Whenever, under the provisions of law or
of the Certificate of Incorporation or of these By-Laws, notice is required to
be given, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time of the event for which notice
is to be given, shall be deemed equivalent thereto. Neither the business nor the
purpose of any meeting need be specified in such a waiver.
ARTICLE 5
OFFICERS
Section 5.01 Number. The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a
Treasurer, and may also include one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be elected by the Board of Directors. Any number of offices may be held by the
same person.
Section 5.02 Election and Term of Office. The officers of the
Corporation shall be elected by the Board of Directors. Officers shall hold
office at the pleasure of the Board of Directors.
Section 5.03 Removal. Any officer may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.
Section 5.04 Chairman of the Board. The Chairman of the Board, if there
is one, shall preside at all meetings of the Board of Directors and shall
perform such other duties, if any, as from time to time may be assigned to him
by the Board of Directors.
Section 5.05 Chief Executive Officer. The Chief Executive Officer, if
there is one, shall have overall responsibility for the management of the
business and operations of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In the absence of
the Chairman of the Board, he shall preside over meetings of the Board of
Directors. In general, he shall perform such duties as from time to time may be
assigned to him by the Board of Directors.
Section 5.06 President. In the absence of the Chief Executive Officer,
the President shall have overall responsibility for the management of the
business and operations of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In the absence of
the Chairman of the Board and the Chief Executive Officer, he shall preside over
meetings of the Board of Directors. In general, he shall perform such duties as
from time to time may be assigned to him by the Board of Directors.
Section 5.07 Executive Vice Presidents or Senior Vice Presidents. The
Executive Vice Presidents or Senior Vice Presidents shall perform such
managerial duties and have such authority as may be specified in these By-Laws
or by the Board of Directors, the Chairman of the Board, or the President. In
the absence or
disability of the President, the Executive Vice Presidents or Senior Vice
Presidents, in order of seniority established by the Board of Directors or the
Chairman of the Board, shall perform the duties and exercise the powers of the
President.
Section 5.08 Vice Presidents. The Vice Presidents shall perform such
duties and have such authority as may be specified in these By-Laws or by the
Board of Directors, the Chairman of the Board, or the President.
Section 5.09 Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board, or the President. He shall have custody
of the corporate seal of the Corporation and he, or an Assistant Secretary,
shall have authority to affix the same to any instrument, and when so affixed it
may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
Section 5.10 Assistant Secretaries. The Assistant Secretary or
Secretaries shall, in the absence or disability of the Secretary, perform the
duties and exercise the authority of the Secretary, and shall perform such other
duties and have such other authority as the Board of Directors, the Chairman of
the Board, or the President may from time to time prescribe.
Section 5.11 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman of the Board, or the President, or the
Chief Financial Officer, taking proper vouchers for such disbursements, and
shall render to the Board of Directors when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.
Section 5.12 Assistant Treasurers. The Assistant Treasurer or
Treasurers shall, in the absence or disability of the Treasurer, perform the
duties and exercise the authority of the Treasurer and shall perform such other
duties and have such other authority as the Board of Directors may from time to
time prescribe.
ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.01 Indemnification. Any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving while a director or officer of the Corporation
at the
request of the Corporation as a director, officer, employee, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, shall be indemnified by the
Corporation against expenses (including attorneys' fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding to the full
extent permissible under Delaware law.
Section 6.02 Advances. Any person claiming indemnification within the
scope of Section 6.01 shall be entitled to advances from the Corporation for
payment of the expenses of defending actions against such person in the manner
and to the full extent permissible under Delaware law.
Section 6.03 Procedure. On the request of any person requesting
indemnification under Section 6.01, the Board of Directors or a committee
thereof shall determine whether such indemnification is permissible or such
determination shall be made by independent legal counsel if the Board of
Directors or committee so directs or if the Board of Directors or committee is
not empowered by statute to make such determination.
Section 6.04 Other Rights. The indemnification and advancement of
expenses provided by this Article 6 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any insurance or other agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.
Section 6.05 Insurance. The Corporation shall have power to 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, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these By-laws.
Section 6.06 Modification. The duties of the Corporation to indemnify
and to advance expenses to a director or officer provided in this Article 6
shall be in the nature of a contract between the Corporation and each such
director or officer, and no amendment or repeal of any provision of this Article
6 shall alter, to the detriment of such director or officer, the right of such
person to the advancement of expenses or indemnification related to a claim
based on an act or failure to act which took place prior to such amendment,
repeal or termination.
ARTICLE 7
CERTIFICATES OF STOCK
Section 7.01 Stock Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate in the form prescribed by
the Board of Directors signed on behalf of the Corporation by the Chairman of
the Board or the President or a 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 owned by him in the Corporation.
Any or all 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 shall have 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 such person were such officer,
transfer agent, or registrar at the date of issue.
Section 7.02 Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct or indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 7.03 Transfers of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 7.04 Fixing Record Date. The Board of Directors of the
Corporation may fix a record date for the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to consent to corporate action in writing without
a meeting, or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action.
Such record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and such record date shall not
be (i) in the case of such a meeting of stockholders, more than 60 nor less than
10 days before the date of the meeting of stockholders, or (ii) in the case of
consents in writing without a meeting, more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, or (iii) in other cases, more than 60 days prior to the payment or
allotment or change, conversion or exchange or other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting.
Section 7.05 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of stock to receive dividends and to vote as such owner, and shall be
entitled to hold liable for calls and assessments a person registered on its
books as the owner of stock, and shall not be bound to recognize any equitable
or other claim to, or interest in, such stock on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE 8
AMENDMENTS
Section 8.01 Amendments. These By-Laws may be altered, amended or
repealed, and new By-Laws may be adopted, by the stockholders or by the Board of
Directors at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such special meeting.