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 31, 1998
NOODLE KIDOODLE, INC.
(Exact name of registrant as specified in its charter)
Delaware 01-06083 11-1771705
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6801 Jericho Turnpike, Suite 100, Syosset, New York 11791-4427
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 677-0500
(Former name or former address, if changed since last report.)
This document contains 8 pages. The Exhibit Index is located on page 4.
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Item 5. Other Events.
a. On August 31, 1998, the Board of Directors of the Noodle
Kidoodle, Inc. (the "Company") approved an amendment to Article II, Section 3
of the Amended and Restated Bylaws of the Company. The amendment requires
that a stockholder desiring to nominate one or more candidates for election to
the Board of Directors so notify the Company not less than 100 days nor more
than 120 days prior to the anniversary date of the previous year's Annual
Meeting (the "Anniversary Date"), or if the Annual Meeting is scheduled to be
held on a date more than 30 days before the Anniversary Date or more than 60
days after the Anniversary Date, not later than the close of business on the
later of (i) the 100th day prior to the scheduled date of such Annual Meeting
or (ii) the 15th day following the day on which public announcement of the
date of such Annual Meeting is first made by the Company.
Item 7. Exhibits.
3.1(a) Article II, Section 3 of the Amended and Restated Bylaws
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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.
NOODLE KIDOODLE, INC.
By: /s/ Kenneth S. Betuker
Name: Kenneth S. Betuker
Title:Vice President, Chief Financial
Officer and Secretary
Date: September 11, 1998
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Exhibits Index
Exhibit Number Description
3.1(a) Article II, Section 3 of the Amended and
Restated Bylaws
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Exhibit 3.1(a)
AMENDED AND RESTATED
BY-LAWS
OF
NOODLE KIDOODLE, INC.
(A Delaware Corporation)
ARTICLE II.
Board of Directors
Section 3. Director Nominations. Nominations of candidates for
election as Directors of the Corporation at any Annual Meeting may be made
only (a) by, or at the direction of, the Board of Directors or (b) by any
Record Holder (both as of the time notice of such nomination is given by the
stockholder as set forth below and as of the record date for the Annual
Meeting in question) who complies with the timing, informational and other
requirements set forth in this Section 3. Any stockholder who seeks to make
such a nomination or his or her representative must be present in person at
the Annual Meeting. Only persons nominated in accordance with the procedures
set forth in this Section 3 shall be eligible for election as Directors at an
Annual Meeting.
Nominations, other than those made by, or at the direction of, the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 3. A Record
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Holder's notice shall be timely if delivered to, or mailed to and received by,
the Corporation at its principal executive office not less than 100 days nor
more than 120 days prior to the Anniversary Date; provided, however, that in
the event the Annual Meeting is scheduled to be held on a date more than 30
days before the Anniversary Date or more than 60 days after the Anniversary
Date, a Record Holder's notice shall be timely if delivered to, or mailed and
received by, the Corporation at its principal executive office not later than
the close of business on the later of (i) the 100th day prior to the scheduled
date of such Annual Meeting or (ii) the 15th day following the day on which
public announcement of the date of such Annual Meeting is first made by the
Corporation.
A Record Holder's notice to the Secretary shall set forth as to
each person whom the Record Holder proposes to nominate for election or re-
election as a Director: (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation's capital
stock which are beneficially owned by such person on the date of such Record
Holder notice, (iv) the consent of each nominee to serve as a Director if
elected, and (v) such information concerning such person as is required to be
disclosed concerning a nominee for election as Director of the Corporation
pursuant to the rules and regulations under the Exchange Act. A Record
Holder's notice to the Secretary shall further set forth as to the Record
Holder giving such notice: (i) the name and address, as they appear on the
Corporation's stock transfer books, of such Record Holder and of the
beneficial owners (if any) of the Corporation's capital stock registered in
such Record Holder's name and the name and address of other Record Holders
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known by such Record Holder to be supporting such nominee(s), (ii) the class
and number of shares of the Corporation's capital stock which are held of
record, beneficially owned or represented by proxy by such Record Holder and
by any other Record Holders known by such Record Holder to be supporting such
nominee(s) on the date of such Record Holder's notice, and (iii) a description
of all arrangements or understandings between such Record Holder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such Record
Holder or in connection therewith.
If the Board of Directors or a designated committee thereof
determines that any stockholder nomination was not timely made in accordance
with the terms of this Section 3 or that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 3 in any material respect, then such nomination shall not be
considered at the Annual Meeting in question. If neither the Board of
Directors nor such committee makes a determination as to whether a nomination
was made in accordance with the provisions of this Section 3, the presiding
officer of the Annual Meeting shall determine whether a nomination was made in
accordance with such provisions. If the presiding officer determines that any
stockholder nomination was not timely made in accordance with the terms of
this Section 3 or that the information provided in a stockholder's notice does
not satisfy the informational requirements of this Section 3 in any material
respect, then such nomination shall not be considered at the Annual Meeting in
question. If the Board of Directors, a designated committee thereof or the
presiding officer determines that a nomination was made in accordance with the
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terms of this Section 3, the presiding officer shall so declare at the Annual
Meeting and such nominee shall be eligible for election at the meeting.
No person shall be elected by the stockholders as a Director of
the Corporation unless nominated in accordance with the procedures set forth
in this Section 3. Election of Directors at the Annual Meeting need not be by
written ballot, unless otherwise provided by the Board of Directors or the
presiding officer at such Annual Meeting. If written ballots are to be used,
ballots bearing the names of all the persons who have been nominated for
election as Directors at the Annual Meeting in accordance with the procedures
set forth in this Section shall be provided for use at the Annual Meeting.
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