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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
Date of Report (Date of earliest event reported) November 20,1995
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ANTHONY INDUSTRIES,INC.
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(Exact name of registrant as specified in charter)
Delaware 1-1290 95-2077125
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
4900 South Eastern Avenue, Los Angeles, California 90040
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (213) 724-2800
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Not applicable
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(Former name of former address, if changed since last reported)
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ITEM 5. OTHER EVENTS.
On November 20, 1995, the Board of Directors of Anthony Industries,
Inc. (the "Company") amended the Bylaws of the Company to require advance notice
by any stockholder who desires to present a proposal for consideration at a
meeting of stockholders or who desires to nominate a person for election as a
director. The Bylaws of the Company, as amended, have been made an exhibit to
this Form 8-K, and are incorporated herein by reference.
Item 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
3.1 Bylaws of the Company.
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 hereunto duly authorized.
Date: December 8, 1995
ANTHONY INDUSTRIES, INC.
By: /s/ JOHN J. RANGEL
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John J. Rangel
Senior Vice President--Finance
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EXHIBIT 3.1
BY-LAWS
OF
ANTHONY INDUSTRIES, INC.
ARTICLE I
OFFICES
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The Corporation shall maintain a registered office in the State of
Delaware as required by law. The Corporation may also have offices at other
places, within and without the State of Delaware.
ARTICLE II
STOCKHOLDERS
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SECTION 1. Annual meetings of stockholders shall be held during the
month of May in each year, at such times and such places, within or without the
State of Delaware, as may be fixed from time to time by the Board of Directors.
SECTION 2. Except as otherwise required by statute or the
Corporation's Certificate of Incorporation, special meetings of stockholders may
be called by the Board of Directors or the Chairman of the Board. Special
meetings of stockholders shall be held on such dates and at such times and such
places, within or without the State of Delaware, as shall be stated in the
notices of such meetings. Notice of any special meeting shall state the purpose
or purposes for which the meeting is to be held and no other business shall be
transacted except as stated in such notice.
SECTION 3. The holders of a majority of the issued and outstanding
shares of the capital stock of the Corporation entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of stockholders.
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SECTION 4. Except as otherwise required by statute, the Corporation's
Certificate of Incorporation or these By-Laws, all matters coming before any
meeting of stockholders shall be decided by the vote of the holders of a
majority of the shares of capital stock of the Corporation present in person or
represented by proxy at such meeting and voting thereon, a quorum being present.
SECTION 5. The Board of Directors, or, if the Board shall not have
made the appointment, the chairman presiding at any meeting of stockholders,
shall have power to appoint two or more persons to act as inspectors, to
receive, canvass and report the votes cast by the stockholders at such meeting.
SECTION 6. The Chairman of the Board shall preside at all meetings of
stockholders; and in his absence, the Board of Directors may appoint a person to
act as chairman of the meeting.
SECTION 7. The Secretary or an Assistant Secretary shall act as
secretary at all meetings of stockholders; and in their absence, the chairman of
the meeting shall appoint a person to act as secretary of the meeting.
SECTION 8. At any meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board or (ii) by any stockholder of the Corporation who
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complies with the notice procedures set forth in this Section 8 and Section 9 of
Article II. For business to be properly brought before any meeting of the
stockholders by a stockholder, the stockholder must have given notice thereof in
writing to the Secretary of the Corporation not less than 90 days in advance of
such meeting, or if later, the tenth day following the first public announcement
of the date of such meeting, and such business must be a proper matter for
stockholder action under the General Corporation Law of the State of Delaware.
A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (1) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (2) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (3) the class
and number of shares of the Corporation that are beneficially owned by the
stockholder, and (4) any material interest of the stockholder in such business.
In addition, the stockholder making such proposal shall promptly provide any
other information reasonably requested by the Corporation. The chairman of any
such meeting shall have the power and the duty to determine whether any business
proposed to be brought before the meeting has been made in accordance with the
procedure set forth in these By-Laws and shall direct that any business not
properly brought before the meeting shall not be considered. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at any
meeting of the stockholders except in accordance with the procedures set forth
in this Section 8 and Section 9 of Article II. For purposes of this Section 8
and Section 9 of Article II, "public announcement" shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, a amended, or any successor
provision.
SECTION 9. Nominations for the election of directors may be made by
the Board or by any stockholder entitled to vote in the election of directors;
provided, however, that a stockholder may nominate a person for election as a
director at a meeting only if written notice of such stockholder's intent to
make such nomination has been given to the Secretary of the Corporation not
later than 90 days in advance of such meeting or, if later, the tenth day
following the first public announcement of the date of such meeting. Each such
notice shall set forth: (i) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (ii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting and nominate the person or persons specified in the
notice; (iii) a description of all arrangements or understandings between the
stockholder 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
the stockholder; (iv) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, by the Board; and (v) the
consent of each nominee to serve as a director of the Corporation if so elected.
In addition, the stockholder making such nomination shall promptly provide any
other information reasonably requested by the Corporation. Notwithstanding the
forgoing provisions of this Section 9 of Article II, in the event that the
number of directors to be elected to the Board is increased and there is no
public announcement naming either all of the nominees for director or specifying
the size of the increased Board made by the Corporation at least 100 days in
advance of such meeting, a stockholder's notice required by this Section 9 of
Article II shall be considered timely, 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 not later than the tenth day following the day on
which such public announcement is first made by the Corporation. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 9 of Article II.
The chairman of any meeting of stockholders shall have the power and the duty to
determine whether a nomination has been made in accordance with the procedure
set forth in this Section 9 of Article II and shall direct that any nomination
not made in accordance with these procedures be disregarded.
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ARTICLE III
BOARD OF DIRECTORS
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SECTION 1. The business and affairs of the Corporation shall be
managed by or under direction of the Board of Directors. The directors shall
elect one of their members to be Chairman of the Board, who shall perform such
duties as are provided in these By-Laws or are from time to time assigned by the
Board. The Chairman of the Board may, but need not be, an officer of the
Corporation.
SECTION 2. Regular meetings of the Board of Directors shall be held
on such dates and at such times and such places, within or without the State of
Delaware, as shall be fixed from time to time by the Board.
SECTION 3. Special meetings of the Board of Directors may be called
by the Chairman of the Board and shall be called by the Chairman of the Board or
the Secretary upon a request in writing by any four directors. Notice shall be
given of the date, time and place of each special meeting by mailing the same at
least three days before the meeting or by telephoning, telegraphing or
delivering personally the same before the meeting to each director. Except as
otherwise specified in the notice thereof, or as required by statute, any and
all business may be transacted at any special meeting of the Board of Directors.
SECTION 4. The Chairman of the Board shall preside at all meetings of
the Board of Directors; and in his absence, the Board of Directors may appoint
any other person to act as chairman of the meeting. Less than a quorum of the
Board may adjourn any meeting from time to time until a quorum shall be present,
whereupon the meeting may be held, as adjourned, without further notice.
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ARTICLE IV
COMMITTEES
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SECTION 1. The Corporation shall have an Executive Committee and an
Audit Committee, which shall have such powers of the Board of Directors, not
prohibited by statute, as the Board shall from time to time authorize. The
Executive and Audit Committees shall consist of two or more directors.
SECTION 2. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from among its own members such other
committees as the Board may determine. Each such committee shall have such
powers of the Board of Directors, not prohibited by statute, as the Board shall
from time to time authorize.
SECTION 3. A majority of a committee shall constitute a quorum for
the transaction of business. Each committee shall keep regular minutes of its
meetings and shall report the same to the Board of Directors when requested.
The Board of Directors may discharge any committee or any member thereof either
with or without cause at any time.
SECTION 4. In the case of the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of such absent or disqualified member.
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ARTICLE V
OFFICERS
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SECTION 1. The Board of Directors shall elect the following officers:
Chief Executive Officer, President, one or more Vice Presidents, Treasurer and
Secretary and such other officers as it may from time to time determine.
SECTION 2. The term of office of all officers shall be for one year
and until their respective successors are elected and qualified. The Board of
Directors may remove any officer either with or without cause at any time.
SECTION 3. The Chief Executive shall be the chief executive officer
of the Corporation and shall have such powers and duties as generally pertain to
the responsibilities of chief executive officer, including the management of the
business and affairs of the Corporation, subject only to the Board of Directors.
The President, subject and reporting to the Chief Executive Officer, shall be
the chief operating officer of the Corporation, and shall have such powers and
duties as generally pertain to the responsibilities of chief operating officer
as may be determined from time to time by the Chief Executive Officer. The
other officers of the Corporation, subject and reporting to the Chief Executive
Officer and/or the President, as determined from time to time by the Chief
Executive Officer, shall each have such powers and duties as generally pertain
to their respective offices. Any officer of the Corporation shall in addition
have such powers and duties as may be conferred by the Board of Directors.
SECTION 4. Unless otherwise ordered by the Board of Directors, the
Chief Executive Officer shall have full power and authority on behalf of the
Corporation to attend and to vote at any meetings of stockholders of any
corporation in which this Corporation may hold stock, and may exercise on behalf
of this Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies, waivers and consents on behalf of the
Corporation in connection with the exercise by the Corporation of the rights and
powers incident to the ownership of such stock. The Board of Directors may from
time to time confer like powers upon any other person or persons.
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ARTICLE VI
CAPITAL STOCK
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SECTION 1. Certificates for stock of the Corporation shall be in such
form as the Board of Directors may from time to time prescribe.
SECTION 2. The Board of Directors shall have power to appoint one or
more transfer agents and/or registrars for the transfer and/or registration of
certificates for shares of stock of any class or series and may require that
stock certificates shall be countersigned and/or registered by one or more of
such transfer agents and/or registrars.
SECTION 3. Shares of capital stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof in person or by his duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the Corporation or its agents may
require.
SECTION 4. In case any certificate for the capital stock of the
Corporation shall be lost, stolen or destroyed, the Corporation may require such
proof of the fact and such indemnity to be given to it and/or to its transfer
agent and/or registrar, if any, as it shall deem necessary or advisable.
SECTION 5. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof in fact, and shall
not be bound to recognize any equitable to other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
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ARTICLE VII
MISCELLANEOUS
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SECTION 1. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation and the year and state of
incorporation.
SECTION 2. The Board of Directors shall have the power to fix, and
from time to time to change, the fiscal year of the Corporation.
ARTICLE VIII
AMENDMENT
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The Board of Directors shall have the power to adopt, alter and repeal
By-Laws of the Corporation at any regular or special meeting of the Board,
subject to the power of the stockholders to alter or repeal any By-Law adopted
or altered by the Board of Directors. By-Laws may be adopted, altered or
repealed by the stockholders by the vote of the holders of a majority of the
outstanding shares entitled to vote thereon provided that notice of the proposed
adoption, alteration or repeal shall have been given in the notice of such
meeting of stockholders.
