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): December 31, 2007
Russ Berrie and Company, Inc.
(Exact Name of Registrant as Specified in Charter)
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| New Jersey
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1-8681
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22-1815337 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
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111 Bauer Drive, Oakland, New Jersey
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07436 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 337-9000
(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:
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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) |
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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)) |
Section 5 — Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 31, 2007, the Board of Directors of Russ Berrie and Company, Inc. (the “Company”)
approved amendments to Section 5 of the Company’s By-Laws, effective immediately, to provide for
the issuance, registration and transfer of uncertificated shares (previously, certificated shares
had been required). Other non-material amendments to Section 5,
pertaining to permitted signatories and signatures on certificated shares, transfer and issuance
requirements, and the express ability to appoint transfer agents and
registrars, were also approved on
the same date. In addition, Section 2.1 of the Company’s
By-Laws was amended on December 31, 2007, to set the number of
directors on the Company’s Board to no fewer than three nor more
than nine (previously, the upper limit was thirteen).
The amendments pertaining to uncertificated shares were made in response to the listing
requirements of the New York Stock Exchange (the “NYSE”) that mandate that all NYSE-listed
companies become eligible to participate in a direct registration system operated by a securities
depository on and after January 1, 2008.
The
description of the amendments to the Company’s By-Laws set forth above is
qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws
of the Company, which is filed herewith as Exhibit 3.2 and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed with this report:
Exhibit 3.2 Second Amended and Restated By-Laws of the Company.