UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) OCTOBER 30, 2007
CRAWFORD & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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| 1-10356
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58-0506554 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 5620 Glenridge Drive, N.E., Atlanta, Georgia
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30342 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(404) 256-0830
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
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-12)
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.
(a) Amendment to Bylaws.
Effective October 30, 2007 the Board of Directors of Crawford & Company (the “Company”)
amended Article V of the Company’s Restated Bylaws to allow for the issuance and transfer of
uncertificated shares. Sections 1 and 2 of Article V “Stock and Stock Transfers” of the Restated
Bylaws were replaced in their entirety to comply with the New York Stock Exchange requirement that
securities listed on the NYSE be eligible for participation in the Direct Registration System by
January 2008. The Direct Registration System allows investors to have securities registered in
their names without the issuance of physical certificates, and to electronically transfer
securities to broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates. Prior to this amendment, the Bylaws were
silent on the issuance and transfer of uncertificated shares, but such issuance was allowed under
Georgia law. Attached as Exhibit 3.1 hereto are the Company’s Restated Bylaws in their entirety.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
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Exhibit Number
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Descriptions |
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3.1
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Restated Bylaws of Crawford & Company |