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) August 18, 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.
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The Board of Directors of Mallinckrodt Inc. ("Mallinckrodt") amended
Mallinckrodt's by-laws (the "By-Laws") on August 18, 1999 (the "By-Law
Amendments"). The By-Law Amendments modify Article I by amending Sections 1, 3,
4, 5 and 6 and by adding a new Section 7. 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
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Information and Exhibits.
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(a) Exhibits.
Exhibit No. Description
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99 Amendments to Mallinckrodt's By-Laws, dated
August 18, 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: August 19, 1999
EXHIBIT 99
MALLINCKRODT INC.
AMENDMENTS TO THE BY-LAWS
Adopted by the Board of Directors on August 18, 1999
Section 1 of Article I of the By-Laws shall be amended so that the
first sentence shall read as follows:
Section 1. The annual meeting of stockholders of this Corporation for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on such day of each year and at such place
and hour as may be fixed by the Board of Directors prior to the giving of the
notice of the date, place, and object of such meeting, or if no other date has
been so fixed, on the third Wednesday in October.
Section 3 of Article I of the By-Laws shall be amended to read as
follows:
Section 3. At all meetings of stockholders a majority of the votes of capital
stock outstanding and entitled to vote thereat, either in person or by proxy,
shall constitute a quorum, except as may be otherwise provided by law.
Section 4 of Article I of the By-Laws shall be amended to read as
follows:
Section 4. The Board of Directors may fix a date not more than sixty days prior
to the day of holding any meeting of stockholders as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined.
Section 5 of Article I of the By-Laws shall be amended to read as
follows:
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Section 5. At all meetings of stockholders all questions shall be determined by
a majority of the votes cast by the holders of shares entitled to vote thereon
in person or by proxy, except as otherwise provided by law.
Section 6 of Article I of the By-Laws shall be amended and restated to
read 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 (or on any day within a
thirty day period before or after such date, provided that in any such case the
third Wednesday in October shall be deemed the "day of the meeting" for purposes
of calculating the ninety and one hundred and twenty day periods set forth
above) 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 Corporation; (b)
the class and number of shares of the Corporation which are beneficially owned
by the
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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.
Notwithstanding anything in this Section 6 to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and either all of the nominees for director or the
size of the increased Board of Directors is not publicly announced or disclosed
by the Corporation at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a Shareholder Notice shall also be considered
timely hereunder, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later than
the close of business on the tenth day following the first date all of such
nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.
For purposes of this Section 6, a matter shall be deemed to have been
"publicly announced or disclosed" and "public disclosure" shall be deemed to
have been made if such matter is disclosed in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities and Exchange
Commission.
In no event shall the adjournment of an annual meeting, or the
postponement of any annual meeting keeping the same record date, or any
announcement thereof, commence
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a new period for the giving of notice as provided in this Section 6.
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 I of the By-Laws shall include the addition of a
Section 7, which shall read as follows:
Section 7. Except as may otherwise be required by applicable law or by rules and
regulations adopted by the Board of Directors, the Chair of any meeting of
stockholders shall prescribe such rules, regulations and procedures and do such
acts, including causing an adjournment of the meeting without a vote of
stockholders, that the Chair deems appropriate. Such rules, regulations or
procedures, whether adopted by the Board or prescribed by the Chair of the
meeting, may include, but are not limited to, the following: (a) the
establishment of an agenda or order of business for the meeting, including
fixing the time for opening and closing the polls for voting on each matter; (b)
rules and procedures for maintaining order at the meeting and the safety of
those present; (c) limitations on attendance at or participation in the meeting
to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the Chair shall permit; (d)
restrictions on entry to the meeting after the time fixed
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for the commencement thereof; and (e) limitations on the time allotted for
questions or comments by participants. Unless and to the extent determined by
the Board or the Chair of the meeting, meetings of stockholders shall not be
required to be held in accordance with rules of parliamentary procedure.
