- Current report filing (8-K)
June 12 2009 - 4:13PM
Edgar (US Regulatory)
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): June 9, 2009
ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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0-18933
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41-1613227
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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One Rochester Medical Drive, Stewartville, MN 55976
(Address of principal executive offices)
Registrants telephone number, including area code:
(507) 533-9600
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)
o
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 June 9, 2009, the Board of Directors of Rochester Medical Corporation (the Company) approved
certain amendments to the Companys bylaws. The amendments became effective immediately upon
approval, and the bylaws have been restated to reflect these amendments. The following description
of the amendments to the bylaws is qualified in its entirety by reference to the text of the
Companys Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The amendments to the bylaws include amendments to:
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Section 2.02 to clarify (i) the procedures to be followed in order for business to be
properly brought before a regular meeting of shareholders, (ii) when a shareholder must
give notice of business to be brought before a regular meeting, and (iii) the information
that must be included in a shareholders notice of business to be brought before a regular
meeting.
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Section 2.03 to specify the information that must be included in a shareholders notice
of demand for a special meeting of shareholders.
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Section 2.07 to delete the requirement that written notice of shareholder meetings must
be given by mail, and instead provide that notice may be given in any manner permitted
under the Minnesota Business Corporation Act.
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Section 3.02 to specify (i) the procedures to be followed in order to properly nominate
a person for election as a director, (ii) when a shareholder must give notice of the
intention to nominate a person for election as a director, and (iii) the information that
must be included in a shareholders notice regarding both the director nominee and the
shareholder making the nomination.
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Additionally, Section 2.11 was added to allow for regular and special meetings of shareholders to
be held solely by means of remote communication, or allow for participation in regular and special
meetings of shareholders by means of remote communication; the availability of such remote
communication is subject to the discretion of the Board and subject to the requirements of the
Minnesota Business Corporation Act and any guidelines and procedures that the Board deems
appropriate.
In addition to the amendments described above, the bylaws were amended to include various technical
and clarifying corrections and other non-substantive changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Amended and Restated Bylaws of Rochester Medical Corporation, as
amended through June 9, 2009
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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.
Date: June 12, 2009
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ROCHESTER MEDICAL CORPORATION
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By:
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/s/ David A. Jonas
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David A. Jonas
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws of Rochester Medical Corporation, as
amended through June 9, 2009
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