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): May
8, 2008
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-6620
|
11-1893410
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
100
Jericho Quadrangle
Jericho,
New York
|
11753
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(516)
938-5544
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
| Item 2.05. |
Costs
Associated with Exit or Disposal
Activities.
|
On
May 8,
2008, the Board of Directors of Griffon Corporation (the “Company”) approved a
plan to exit all operating activities of the Company’s Installation Services
segment, which is expected to be completed in 2008.
The
decline in Installation Services’ sales and operating results precipitated the
Board’s decision to exit all operating activities of the Company’s Installation
Services segment. Net sales from continuing operations for the six months ended
March 31, 2008 of the Installation Services segment decreased by $34.3 million,
or 34.5%, compared to the comparable period of the prior year. The sales
decrease was primarily due to the lower housing starts in the new home
construction market, particularly in this segment’s major markets in the South
and West for which housing starts have reportedly declined approximately 28%
and
34%, respectively, as well as internal downsizing activities. Sales decreased
approximately 40% in the West, primarily in the Las Vegas and Phoenix markets.
These sales were further affected by the loss of a major customer and increased
competitive pressures.
The
Company presently estimates aggregate exit costs, including operating and
intangible asset write-offs, to range between $30 million and $40 million for
the remainder of 2008, of which $25 million to $35 million is estimated to
be
non-cash. It is estimated that approximately $5 to $10 million of these
aggregate exit costs will result in future cash expenditures. Of these amounts,
the Company presently estimates $4 million to $5 million for the total cost
of
one-time termination benefits, $1 million to $2 million for total excess
facilities/lease termination costs, $11 million to $12 million in goodwill
and
intangible asset write-offs, $7 million to $10 million in reserves for doubtful
accounts receivable, $4 million to $6 million in reserves for inventories,
and
$3 million to $5 million in other associated costs.
| Item 5.03. |
Amendments
to Articles of Incorporation or By-laws; Change in Fiscal
Year.
|
On
May 8,
2008, the Board of Directors of the Company approved an amendment (the
“Amendment”) to the Company’s Amended By-laws (the “By-laws”) to (i) change the
notice requirement for special meetings of the Board of Directors from three
days’ notice to one day, and (ii) to disassociate the positions of Chairman and
Chief Executive Officer and otherwise provide more flexibility to the Board
of
Directors to determine the titles and duties of the officers of the Company.
The
Amendment is effective as of May 8, 2008. The foregoing description of the
Amendment is qualified in its entirety by reference to the By-laws, as amended
by the Amendment, which is attached as Exhibit 3 to this Current Report on
Form
8-K and is incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
|
| 3. |
By-laws
of Griffon Corporation, as amended through May 8,
2008.
|
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| GRIFFON CORPORATION | ||
| |
|
|
| By: | /s/ Patrick L. Alesia | |
|
Patrick L. Alesia |
||
| Chief Financial Officer | ||
Date:
May
14, 2008
3
Exhibit
Index
| 3. |
By-laws
of Griffon Corporation, as amended through May 8,
2008.
|
Amended
as of
May
8, 2008
GRIFFON
CORPORATION
*
* * * * *
AMENDED
BY-LAWS
*
* * * * *
ARTICLE
I
OFFICES
Section
1. The
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
Section
2. The
corporation may also have offices at such other 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
II
MEETING
OF STOCKHOLDERS
Section
1. All
meetings of the stockholders for the election of directors shall be held
in the
City of Wilmington, State of Delaware, at such place as may be fixed from
time
to time by the board of directors, or at such other place either within or
without the State of Delaware as shall be designated from time to time by
the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within
or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section
2. Annual
meetings of stockholders shall be held on the third Thursday of March if
not a
legal holiday, and if a legal holiday, then on the next secular day following,
at 11:00 a.m., or at such other date and time as shall be designated from
time
to time by the board of directors and stated in the notice of the meeting,
at
which they shall elect by a plurality vote those directors whose terms have
expired pursuant to the provisions of the certificate of incorporation, and
transact such other business as may properly be brought before the
meeting.
Section
3. 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 ten nor more than fifty days before the date of the meeting.
Section
4. The
officer who has charge of the stock ledger of the corporation shall prepare
and
make, at least ten days before every meeting of stockholders, a complete
list of
the 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 ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place
shall be specified in the notice of the meeting, or, if not 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
5. Special
meetings of the stockholders, for any purpose or purposes, may be called
only at
the written request of stockholders owning at least sixty-six and two-thirds
(66-2/3%) percent of the entire voting power of the corporation's capital
stock.
Such request shall state the purpose or purposes of the proposed
meeting.
2
Section
6. Written
notice of a special meeting stating the place, date and hour of the meeting
and
the purpose for which the meeting is called, shall be given not less than
ten
(10) nor more than fifty (50) days before the date of the meeting, to each
stockholder entitled to vote at such meeting.
Section
7. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors
(or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the board of directors (or any
duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the corporation (i) who is a stockholder
of
record on the date of the giving of the notice provided for in this By-law
and
on the record date for the determination of stockholders entitled to vote
at
such annual meeting and (ii) who complies with the notice procedures set
forth
in this By-law.
In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must
have
given timely notice thereof in proper written form to the Secretary of the
corporation. To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the
corporation not less than ninety (90) days nor more than one hundred-twenty
(120) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided,
however,
that in
the event that the annual meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close
of business on the tenth (10th) day following the day on which such notice
of
the date of the annual meeting was mailed or such public disclosure of the
date
of the annual meeting was made, whichever first occurs.
3
To
be in
proper written form, a stockholder's notice to the Secretary must set forth
as
to each matter such stockholder proposes to bring before the annual meeting
(i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii)
the name and record address of such stockholder, (iii) the class and series
and
number of shares of each class and series of capital stock of the corporation
which are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder
and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of
such
stockholder in such business and (v) a representation that such stockholder
is a
holder of record of stock of the corporation entitled to vote at such meeting
and that such stockholder intends to appear in person or by proxy at the
annual
meeting to bring such business before the meeting.
In
addition, notwithstanding anything in this By-law to the contrary, a stockholder
intending to nominate one or more persons for election as a director at an
annual or special meeting of stockholders must comply with Article III, Section
13 of these By-laws for such nominations to be properly brought before such
meeting.
4
No
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set
forth in this By-law; provided,
however,
that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this By-law shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the Chairman shall declare
to the meeting that the business was not properly brought before the meeting
and
such business shall not be transacted.
No
business shall be conducted at a special meeting of stockholders except for
such
business as shall have been brought before the meeting pursuant to the
corporation's notice of meeting.
5
Section
9. When
a
quorum is present at any meeting, the vote of the holders of a majority of
the
stock having voting power present in person or represented by proxy shall
decide
any question brought before such meeting, unless the question is one upon
which
by express provision of the statutes or of the certificate of incorporation,
a
different vote is required in which case such express provision shall govern
and
control the decision of such question.
Section
10. Unless
otherwise provided in the certificate of incorporation or certificates of
designations, and preferences, each stockholder shall at every meeting of
the
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 proxy
shall
be voted on after three years from its date, unless the proxy provides for
a
longer period.
ARTICLE
III
DIRECTORS
Section
1. The
number of directors which shall constitute the whole board shall be not less
than twelve (12) nor more than fourteen (14). No director need be a stockholder
of the corporation. Any director may be removed from office with cause at
any
time by the affirmative vote of stockholders of record holding a majority
of the
outstanding shares of stock of the corporation entitled to vote, given at
a
meeting of the stockholders called for that purpose.
6
Section
2. The
board
of directors shall be divided into three classes as nearly equal in number
as
possible, and no class shall include less than four directors. The terms
of
office of the directors initially classified shall be as follows: that of
Class
I shall expire at the next annual meeting of stockholders in 1972, Class
II at
the second succeeding annual meeting of stockholders in 1973 and Class III
at
the third succeeding annual meeting of stockholders in 1974. The foregoing
notwithstanding, each director shall serve until his successor shall have
been
duly elected and qualified, unless he shall resign, become disqualified,
disabled or shall otherwise be removed. Whenever a vacancy occurs on the
board
of directors, a majority of the remaining directors have the power to fill
the
vacancy by electing a successor director to fill that portion of the unexpired
term resulting from the vacancy.
Section
3. The
business of the corporation shall be managed by 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
4. The
board
of directors shall choose a chairman of the board of directors who shall
preside
at all meetings of stockholders and directors.
MEETINGS
OF THE BOARD OF DIRECTORS
Section
5. The
board
of directors of the corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
7
Section
6. 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.
Section
7. Special
meetings of the board may be called by the president or chairman of the board
on
one day’s notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors.
Section
8. At
all
meetings of the board one-third (1/3) of the board of directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the
act of
the board of directors, 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, 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
9. Unless
otherwise restricted by the certificate of incorporation or these By-laws,
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 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 or committee.
8
COMMITTEES
OF DIRECTORS
Section
10. The
board
of directors, may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more
of
the directors of the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member of 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 he
or
they 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, 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 which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, 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 or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend
or to
authorize the issuance of stock. 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.
Section
11. Each
committee shall keep regular minutes of its meetings and report the same
to the
board of directors when required.
9
COMPENSATION
OF DIRECTORS; ELIGIBILITY
Section
12. Unless
otherwise restricted by the certificate of incorporation, the board of directors
shall have the authority to fix the compensation of directors. The directors
may
be paid their expenses, if any, of attendance at each meeting of the board
of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity
and
receiving compensation therefor. Members of special or standing committees
may
be allowed like compensation for attending committee meetings.
Section
13. Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the corporation, subject to
the
rights of holders of any class or series of stock having a preference over
the
Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances. Nominations of persons for election to the board
of
directors may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (a)
by or
at the direction of the board of directors (or any duly authorized committee
thereof) or (b) by any stockholder of the corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this By-law
and on the record date for the determination of stockholders entitled to
vote at
such meeting and (ii) who complies with the notice procedures set forth in
this
By-law.
In
addition to any other applicable requirements, for a nomination to be made
by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the corporation.
10
To
be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the corporation (a) in
the
case of an annual meeting, not less than ninety (90) days nor more than one
hundred-twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided,
however,
that in
the event that the annual meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close
of business on the tenth (10th) day following the day on which such notice
of
the date of the annual meeting was mailed or such public disclosure of the
date
of the annual meeting was made, whichever first occurs; and (b) in the case
of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the
day
on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever first
occurs.
11
To
be in
proper written form, a stockholder's notice to the Secretary must set forth
(a)
as to each person whom the stockholder proposes to nominate for election
as a
director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation and employment of the person, (iii)
the
class and series and number of shares of each class and series of capital
stock
of the corporation which are owned beneficially or of record by the person
and
(iv) any other information relating to the person that would be required
to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant
to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (or in any law or statute replacing such section), and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving
the
notice (i) the name and record address of such stockholder, (ii) the class
and
series and number of shares of each class and series of capital stock of
the
corporation which are owned beneficially or of record by such stockholder,
(iii)
a description of all arrangements or understandings between such stockholder
and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (iv)
a
representation that such stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and that such stockholder intends
to appear in person or by proxy at the meeting to nominate the person or
persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of
directors pursuant to Section 14 of the Exchange Act (or in any law or statute
replacing such section) and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent of each proposed nominee
to
being named as a nominee and to serve as a director if elected.
No
person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this By-law. If the Chairman
of
the meeting determines that a nomination was not made in accordance with
the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
12
ARTICLE
IV
NOTICES
Section
1. Whenever,
under the provisions of the statutes or of the certificate of incorporation
or
of these By-laws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be
given
in writing, by mail addressed to such director or stockholder, at his address
as
it appears on the records of the corporation, with postage thereon prepaid,
and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given
by
telegram.
Section
2. Whenever
any notice is required to be given under the provisions of the statutes or
of
the certificate of incorporation or of these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before
or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE
V
OFFICERS
Section
1. The
corporation shall have such officers with such titles as the board of directors
shall designate from time to time by resolution, including, without limitation,
any one or more of the following: a chief executive officer, a president,
a
chief operating officer, a chief financial officer, a treasurer, a secretary,
and one or more vice presidents and, if deemed necessary, expedient, or
desirable by the board of directors, a Chairperson of the Board. Except as
may
otherwise be provided in the resolution of the board of directors choosing
such
officer, no officer need be a director of the corporation other than the
Chairperson of the Board. Any number of offices may be held by the same person,
as the directors may determine.
13
Section
2. Unless
otherwise provided in the resolution choosing such officer, each officer
shall
be chosen for a term which shall continue until such officer's successor
shall
have been chosen and qualified.
Section
3. All
officers of the corporation shall have such authority and perform such duties
in
the management and operation of the corporation as may be prescribed by the
board of directors and shall have such additional authority and duties as
are
incident to their office except to the extent that such are inconsistent
with
those prescribed by the board of directors. The secretary or an assistant
secretary of the corporation shall keep or cause to be kept in one or more
books
provided for that purpose, the minutes of all meetings of the Board, the
committees of the Board and the stockholders. Any officer may be removed,
with
or without cause, by the board of directors. Any vacancy in any office may
be
filled by the board of directors.
INDEMNIFICATION
PROVISION
Section
4. The
corporation shall indemnify 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 by reason of the fact that he is or was a director, officer, employee
or an 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 all expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding, to the fullest extent and
in the
manner set forth in and permitted by the General Corporation Law of the State
of
Delaware, as from time to time in effect, and any other applicable law, as
from
time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director, officer, employee or
agent
and shall inure to the benefit of the heirs, executors and administrators
of
each such person.
14
The
foregoing provisions of this Article shall be deemed to be a contract between
the corporation and each director, officer, employee or agent who serves
in such
capacity at any time while this Article, and the relevant provisions of the
General Corporation Law of the State of Delaware and other applicable law,
if
any, are in effect, and any repeal or modification thereof shall not affect
any
rights or obligations then existing with respect to any state of facts then
or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of
facts.
ARTICLE
VI
CERTIFICATES
OF STOCK
Section
1. Every
holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by the chairman of the board
of
directors, the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the
corporation.
15
Certificates
may be issued for partly paid shares and in such case upon the face or back
of
the certificates issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefor, and the amount paid thereon
shall be specified.
If
the
corporation shall be authorized to issue more than one class of stock or
more
than one series of any class, the powers, designations, preferences and
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 which the corporation shall issue to represent
such
class or series of stock, provided that, except as otherwise provided in
Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series or stock,
a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and 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.
Section
2. Where
a
certificate is countersigned (1) by a transfer agent other than the corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, any other signature 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 he were such officer, transfer
agent or registrar at the date of issue.
16
LOST
CERTIFICATES
Section
3. 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 been 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 as indemnity against any claim that may be made against
the
corporation with respect to the certificate alleged to have been lost, stolen
or
destroyed.
TRANSFERS
OF STOCK
Section
4. 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.
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FIXING
RECORD DATE
Section
5. In
order
that the corporation may determine the stockholders entitled to notice of
or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate 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, in advance, a record date, which shall not be more than sixty nor
less
than ten days before the date of such meeting, nor more than sixty days prior
to
any 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, provided, however, that the board of directors may fix a new record
date for the adjourned meeting.
REGISTERED
STOCKHOLDERS
Section
6. The
corporation 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, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize
any
equitable or other claim to or interest in such share or shares 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.
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ARTICLE
VII
GENERAL
PROVISIONS
DIVIDENDS
Section
1. Dividends
upon the capital stock of the corporation, subject to the provisions of the
certificate of incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid
in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.
Section
2. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from
time
to time, in their absolute discretion, think proper as a reserve or reserves
to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may
modify
or abolish any such reserve in the manner in which it was created.
ANNUAL
STATEMENT
Section
3. The
board
of directors shall present at each annual meeting, and at any special meeting
of
the stockholders when called for by vote of the stockholders, a full and
clear
statement of the business and condition of the corporation.
CHECKS
Section
4. All
checks or demands for money and notes of the corporation shall be signed
by such
officer or officers or such other person or persons as the board of directors
may from time to time designate.
FISCAL
YEAR
Section
5. The
fiscal year of the corporation shall be fixed by resolution of the board
of
directors.
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SEAL
Section
6. The
corporate seal shall have inscribed thereon the name of the corporation,
the
year of its organization and the words, "Corporate Seal, Delaware". The seal
may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE
VIII
AMENDMENTS
Section
1. These
By-laws may be altered, amended, repealed, or new By-laws may be adopted
by the
stockholders or by the board of directors, when such power is conferred upon
the
board of directors by the certificate of incorporation, 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.
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