Hayes Lemmerz International Inc - Current report filing (8-K)
26 Setembro 2008 - 7:01AM
Edgar (US Regulatory)
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
September 25, 2008 (September 22, 2008)
Date of Report (Date of earliest event reported)
Hayes Lemmerz International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50303
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32-0072578
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(State or other jurisdiction of
incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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15300 Centennial Drive, Northville, Michigan 48168
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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:
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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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 22, 2008, the Board of Directors of Hayes Lemmerz International, Inc. (the Company)
adopted amendments to the Companys By-Laws (the By-Laws) that became effective on September 22,
2008. The By-Laws, as amended, are attached hereto as Exhibit 3.1. The following is a description
of the provisions changed by the amendments:
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Section 5 of Article II of the By-Laws was amended to: (i) reduce from 30 to 25 the
number of days before or after the anniversary of the last annual meeting within which
the annual meeting must be held in order not to trigger a new notice period, (ii) add a
requirement that a stockholder making a proposal disclose any short position, hedging
arrangement, derivative instrument or similar instrument, agreement or arrangement that
such stockholder has with respect to the Companys common stock, and (iii) clarify that
stockholders must comply with the advance notice provision in order to propose any
business at annual meetings.
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Section 2 of Article III of the By-Laws was amended to: (i) reduce from 30 to 25
the number of days before or after the anniversary of the last annual meeting within
which the annual meeting must be held in order not to trigger a new notice period and
(ii) add a requirement that the stockholder making a nomination disclose any short
position, hedging arrangement, derivative instrument or similar instrument, agreement
or arrangement that such stockholder or its nominee has with respect to the Companys
common stock.
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Section 3 of Article III of the By-Laws was amended to provide that a director
appointed to fill a vacancy will serve until the next annual meeting of stockholders.
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Sections 5, 6, and 11 of Article VIII of the By-Laws were amended to specify that
past and current directors or officers of the Company are covered by the
indemnification provisions of the By-Laws.
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Section 9 of Article VIII of the By-Laws was amended to delete that portion of the
definition of the term Corporation that includes the Company, as it was reorganized
in 2003, and any constituent corporation formed after the reorganization of the Company
in 2003.
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Section 1 of Article IX of the By-Laws was amended to provide that any amendment of
the indemnification provisions of the By-Laws may not adversely affect the rights to
indemnification of past and current directors and officers of the Company with respect
to actions taken prior to such amendment.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HAYES LEMMERZ INTERNATIONAL, INC.
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By:
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/s/ Patrick C. Cauley
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Patrick C. Cauley
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Vice President, General Counsel and
Secretary
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Dated: September 25, 2008
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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By-Laws of Hayes Lemmerz International, Inc. as amended on September 22, 2008.
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