amendedbylaws8k.htm
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): January 19,
2009
COLUMBUS
MCKINNON CORPORATION
(Exact
name of registrant as specified in its charter)
NEW YORK
(State
or other jurisdiction of incorporation)
0-27618
16-0547600
(Commission
File
Number) (IRS
Employer Identification No.)
140 JOHN JAMES AUDUBON
PARKWAY, AMHERST, NEW
YORK 14228-1197
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number including area code: (716)
689-5400
_______________________________________________
(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))
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Item
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
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On
January 19, 2009, the Board of Director’s of the Company approved an amendment
(the “Amendment”) to the Company’s by-laws amending Section 1.11
thereof. Pursuant to the Amendment, (a) any person submitting a
proposal or nomination will be required to disclose with respect to itself and
any affiliates and associates (i) the class and number of shares of the
Company’s stock owned, (ii) any derivative, swap or other transaction which
gives that party economic risk similar to ownership in shares of the Company’s
stock, (iii) any proxy, agreement or relationship that confers a right to vote
any shares of the Company’s stock, (iv) any agreement or relationship engaged in
to increase or decrease the level of risk to, or the voting power of, the
proposing persons with respect to the shares of the Company’s stock, (v) any
rights to dividends on shares of the Company’s stock that are separated or
separable from the underlying shares, (vi) any performance-related fees the
proposing persons are entitled to based on the increase or decrease in the value
of any shares of the Company’s stock and (vii) any other information relating to
the proposing persons that would be required to be disclosed under Section 14 of
the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (b)
the proposing persons will be required to disclose certain financial
relationships between the proposing persons and its director nominees similar to
the disclosure required by Schedule A under the Exchange Act in connection with
relationships between the Company and its executive officers and directors, (c)
the proposing persons will be required to provide a reasonably detailed
description of all agreements, arrangements and understandings between the
proposing persons and other shareholders of the Company in connection with the
proposed business that it is the subject of the proposal, (d) the disclosures
required by (a), (b) and (c) above will be required to be updated and
supplemented if necessary, so as to be accurate as of the record date of the
applicable shareholder meeting and as of shortly prior to such
meeting and (e) the advance notice and related disclosure requirements are
clarified to provide that to any proposals or nominations submitted by
shareholders of the Company. The Amendment is embodied in the
Company’s Third Amended and Restated By-Laws (the “Third Amendment and
Restatement”).
The
foregoing description of the Amendment does not purport to be complete, and is
qualified in its entirety by reference to the full text of the Third Amendment
and Restatement, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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Item
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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10.1
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Third
Amended and Restated By-Laws
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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 thereunto
duly authorized.
COLUMBUS McKINNON
CORPORATION
By:/s/ Karen L.
Howard
Name: Karen
L. Howard
Title: Vice President and
Chief
Financial
Officer (Principal Financial Officer)
Dated: January 22,
2009
EXHIBIT
INDEX
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EXHIBIT NUMBER
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DESCRIPTION
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10.1
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Third
Amended and Restated By-Laws
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