Simpson Manufacturing CO Inc /CA/ - Current report filing (8-K)
August 05 2008 - 12:27PM
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):
August 1, 2008
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-23804
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94-3196943
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of
incorporation)
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file number)
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Identification
No.)
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5956 W. Las Positas Boulevard, Pleasanton, CA
94588
(Address of principal executive offices)
(Registrants telephone number, including area
code):
(925)
560-9000
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:
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-2)
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 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On August 1,
2008, the Board of Directors of Simpson Manufacturing Co., Inc. (the Company)
adopted an amendment (the Amendment) of the Bylaws of the Company. The Amendment became effective immediately on
its adoption. The Amendment:
·
amended the second paragraph of Section 4 of Article II
of the Bylaws Notice of Meetings to allow notice of a stockholders meeting
to be given by any means (including electronic communication) authorized by the
Delaware General Corporation Law and permitted by Section 14 of and
Regulation 14A under the Securities Exchange Act of 1934;
·
amended Section 5 of Article II of the
Bylaws Advance Notice of Stockholder Business and Stockholder Nominees by
dividing it into subsection 5(A) Notice of Business (other than Director
Nominations) and subsection 5(B) Nomination of Directors;
·
amended the former first paragraph (now subsection
5(A)) of Section 5 of Article II of the Bylaws to:
·
(1) clarify that subsection 5(A) applies
only to business other than nominations of persons for election as directors; (2) clarify
that only a stockholder of record who is entitled to vote at a stockholders
meeting may propose business under subsection 5(A); and (3) clarify that
subsection 5(A) is the exclusive means for a stockholder to bring business
before an annual stockholders meeting; and
·
require a stockholder desiring to bring business
before a meeting to provide information about:
(1) any Stockholder Associated Person (defined in the Amendment
as (a) a person controlling or acting in concert with a stockholder, (b) a
beneficial owner of securities of the Company that the stockholder holds of
record, or (c) an affiliate of the stockholder or any Stockholder
Associated Person); (2) the class and number of shares that the
stockholder or any Stockholder Associated Person holds of record; and (3) derivative
positions, hedging or other transactions or agreements related to the Companys
securities involving the stockholder or any Stockholder Associated Person; and
·
amended the former second paragraph (now subsection
5(B)) of Section 5 of Article II of the Bylaws to:
·
(1) require that a stockholder desiring to
nominate a person for election as a director be a stockholder of record at the
time of giving notice of the nomination; and (2) clarify that subsection 5(B) is
the exclusive means for a stockholder to make such a nomination;
·
(1) make explicit that beneficial ownership has
the meaning of that term in Rule 13d-3 under the Securities Exchange Act
of 1934; and (2) require that a stockholder desiring to nominate a person
for election as a director describe compensatory and other material monetary
arrangements between the nominating stockholder or any Stockholder Associated
Person and such person; and
·
require a stockholder desiring to nominate a person
for election as a director to provide information about: (1) any Stockholder Associated Person; (2) the
class and number of shares that the stockholder or any Stockholder Associated
Person holds of record; and (3) derivative positions, hedging or other
transactions or agreements related to the Companys securities involving the
stockholder or any Stockholder Associated Person.
Item 8.01 Other Events.
On August 4,
2008, the Company announced the declaration of a cash dividend in a press
release, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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3.2
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Bylaws of
Simpson Manufacturing Co., Inc., as amended through August 1, 2008.
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99.1
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Press release
dated August 4, 2008.
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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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Simpson
Manufacturing Co., Inc.
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(Registrant)
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DATE:
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August 4,
2008
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By
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/s/ Michael J.
Herbert
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Michael J.
Herbert
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Chief Financial
Officer
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3
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