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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) April 6, 2005
HAEMONETICS CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 1-10730 04-2882273
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
400 Wood Road Braintree, MA 02184
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 848-7100
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(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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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
The Board of Directors of Haemonetics Corporation ("Haemonetics"
or the "Company") amended the Company's by-laws effective March
31, 2005. The amendments primarily are designed to conform the
by-laws to the provisions of the Massachusetts Business
Corporation Act (the "MBCA"), which became effective on July 1,
2004. Previously, the Company was subject to the provisions of
the Massachusetts Business Corporation Law (the "MBCL"). This
report contains a summary of the revisions made to the by-laws.
The descriptions of provisions of the by-laws are qualified in
their entirety by reference to the by-laws, a copy of which is
filed as an Exhibit to this Current Report on Form 8-K.
Many of the amendments were made to conform the language
of the by-laws to that used in the MBCA. By-law provisions
frequently replicate statutory provisions; accordingly, in many
cases, the by-laws were modified to reflect language differences
between the MBCA and the MBCL. Some changes reflect logistical
matters, such as the use electronic transmission.
Changes include the following:
The amended by-laws have deleted the term
"stockholder(s)" and it has been replaced by the term
"shareholder(s)". Under the MBCL, Massachusetts corporations
were required to have a clerk. The MBCA requires Massachusetts
corporations to have a secretary. The amendments to the by-laws
replace references to the clerk with references to the
secretary.
The MBCL required that an annual meeting be held within
six (6) months of the fiscal year end, and the prior by-laws
reflected that requirement. Because a comparable provision is
not contained in the MBCA, the applicable language has been
removed from the by-laws.
The MBCA revised the requirements regarding a
corporation's obligation to notify its shareholders of an
upcoming annual or special meeting. The MBCL required that
notice be delivered to shareholders at least seven (7) days
prior to the date of the meeting. The MBCA requires that notice
be given no fewer than seven (7) days nor
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more than sixty (60) days prior to the date of the meeting. The
amended by-laws conform with the timing provisions of the MBCA.
The by-laws also have been amended to explicitly provide
that, in addition to traditional delivery methods, notice of an
annual or special shareholder meeting may be delivered to a
shareholder by electronic transmission in a manner specified to
the Company by the shareholder.
The MBCA provides that, absent a contrary provision in
the Articles of Organization, the purposes of a shareholder
meeting must be included in the notice to shareholder of the
meeting. The amended by-laws provide that, as a condition to
constituting valid business at an annual meeting, a proposal
must be made in accordance with the by-laws. Notwithstanding
that requirement, the by-laws do not affect any rights of
shareholders to request inclusion of proposals in the Company's
proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act.
The MBCA introduces the concept of "voting groups". A
voting group consists of all shares of one or more classes or
series of capital stock that, under the Articles of Organization
or the MBCA, are entitled to vote and to be counted together
collectively on a matter at a meeting of shareholders. The
amended by-laws incorporate the concept of voting groups in the
provisions dealing with establishing quorums and determining
whether matters presented to the shareholders have been
approved. With respect to each voting group, when a quorum is
present, a director is elected by a plurality of votes properly
cast for election of that director, while all other matters are
considered approved when votes properly cast in favor of the
matter exceed the votes properly cast in opposition to the
matter, in each case, except when a different vote is required
by law, the Articles of Organization, or the by-laws.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 By-laws of Haemonetics Corporation, amended March 31, 2005.
Filed herewith.
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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.
Haemonetics Corporation
Date: April 6, 2005 By: /s/ Ronald J. Ryan
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Ronald J. Ryan, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. SUBJECT MATTER
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10.1 By-laws of Haemonetics Corporation, effective March 31, 2005.
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