SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest
event reported) June 16, 1999
Mallinckrodt Inc.
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(Exact Name of Registrant as Specified in Charter)
New York 1-00483 36-1263901
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
675 McDonnell Boulevard, St. Louis, Missouri 63134
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(Address of principal executive offices) (Zip Code)
(314) 654-2000
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Board of Directors of Mallinckrodt Inc. ("Mallinckrodt") amended
Mallinckrodt's by-laws (the "By-Laws") on June 16, 1999 (the "By-Law
Amendments"). The By-Law Amendments modify Article I by amending Section 6 and
modify Article V by adding a Section 6. The foregoing description is qualified
in its entirety by reference to the By-Law Amendments, which are attached as an
exhibit hereto and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99 Amendments to Mallinckrodt's By-Laws, dated
June 16, 1999
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SIGNATURE
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.
MALLINCKRODT INC.
By /s/ ROGER A. KELLER
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Name: Roger A. Keller
Title: Vice President,
General Counsel and
Secretary
Date: June 21, 1999
EXHIBIT 99
MALLINCKRODT INC.
AMENDMENTS TO THE BY-LAWS
Adopted by the Board of Directors on June 16, 1999
As amended, Section 6 of Article I of the By-Laws now reads as follows:
Section 6. Except as may otherwise be required by applicable law or regulation,
a stockholder may make a nomination or nominations for director of the
Corporation at an annual meeting of stockholders or at a special meeting of
stockholders called for the purpose of electing directors or may bring up any
other matter for consideration and action by the stockholders at an annual
meeting of stockholders only if the provisions of Subsections A, B and C hereto
shall have been satisfied. If such provisions shall not have been satisfied, any
nomination sought to be made or other business sought to be presented by a
stockholder for consideration and action by the stockholders at the meeting
shall be deemed not properly brought before the meeting, is and shall be ruled
by the chairman of the meeting to be out of order, and shall not be presented or
acted upon at the meeting.
A. The stockholder must, not less than ninety days and not more than
one hundred and twenty days before the day of the meeting, deliver or cause to
be delivered a written notice to the Secretary of the Corporation; provided,
however, that in the event that less than one hundred days' notice or prior
public disclosure of the date of the meeting is given or made to the
stockholders by the Corporation, notice by the stockholder to the Secretary of
the Corporation, to be timely, must be received not later than the close of
business on the tenth day following the day on which such notice or prior public
disclosure was made. Notice by the Corporation shall be deemed to have been
given more than one hundred days in advance of the annual meeting if the annual
meeting is called for the third Wednesday in October without regard for when the
notice or public disclosure thereof is actually given or made. The stockholder's
notice shall specify (a) the name and address of the stockholder as they appear
on the books of the
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Corporation; (b) the class and number of shares of the Corporation which are
beneficially owned by the stockholder; (c) any interest of the stockholder in
the proposed business described in the notice which is in the interest of a
business or object other than the business of the Corporation; (d) if such
business is a nomination for director, each nomination sought to be made and a
statement signed by each proposed nominee indicating his or her willingness so
to serve if elected and disclosing the information about him or her that is
required by the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder to be disclosed in the proxy materials for the meeting
involved if he or she were a nominee of the Corporation for election as one of
its directors; and (e) if such business is other than a nomination for director,
a brief description of such business and the reasons it is sought to be
submitted for a vote of the stockholders.
B. Notwithstanding satisfaction of the provisions of Subsection A, the
proposed business described in the notice may be deemed not to be properly
brought before the meeting if, pursuant to state law or to any rule or
regulation of the Securities and Exchange Commission, it was offered as a
stockholder proposal and was omitted, or had it been so offered, it could have
been omitted, from the notice of, and proxy material for, the meeting (or any
supplement thereto) authorized by the Board of Directors.
C. In the event such notice is timely given and the business described
therein is not disqualified because of Subsection B, such business (a) may
nevertheless not be presented or acted upon at a special meeting of stockholders
unless in all other respects it is properly before such meeting; and (b) may not
be presented except by the stockholder who shall have given the notice required
by Subsection A or a representative of such stockholder who is qualified under
the law of New York to present the proposal on the stockholder's behalf at the
meeting.
As amended, Article V of the By-Laws shall include the addition of a
Section 6, which now reads as follows:
Section 6. The Audit Committee of the Board of Directors shall be composed
exclusively of independent, non-employee directors of the Corporation. For
purposes of determining a director's independence, the Board of Directors shall
use the definition of "independent" as proposed in February 1999 by the Blue
Ribbon Committee on Improving the Effectiveness
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of Corporate Audit Committees, which is repeated below in its entirety.
Members of the audit committee shall be considered independent if they have
no relationship to the corporation that may interfere with the exercise of
their independence from management and the corporation. Examples of such
relationships include:
- a director being employed by the corporation or any of its affiliates
for the current year or any of the past five years;
- a director accepting any compensation from the corporation or any of
its affiliates other than compensation for board service or benefits under
a tax-qualified retirement plan;
- a director being a member of the immediate family of an individual
who is, or has been in any of the past five years, employed by the
corporation or any of its affiliates as an executive officer;
- a director being a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
corporation made, or from which the corporation received, payments that are
or have been significant to the corporation or business organization in any
of the past five years;
- a director being employed as an executive of another company where
any of the corporation's executives serves on that company's compensation
committee.
A director who has one or more of these relationships may be appointed to
the audit committee, if the board, under exceptional and limited
circumstances, determines that membership on the committee by the
individual is required by the best interests of the corporation and its
shareholders, and the board discloses in the next annual proxy statement
subsequent to the determination, the nature of the relationship and the
reasons for that determination.
