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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):
June 8, 1995
SPECIALTY CHEMICAL RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11013 34-1366838
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
9100 Valley View Road, Macedonia, Ohio 44056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 468-1380.
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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 hereunto duly authorized.
SPECIALTY CHEMICAL RESOURCES, INC.
/s/ Corey B. Roth
Dated: June 8, 1995 By: ____________________________
Corey B. Roth, Vice President,
Treasurer and Assistant Secretary
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EXHIBIT A
Section 5. (b) At any meeting of the stockholders at which a quorum
shall be present, the officer presiding thereat or a majority of those present
in person or by proxy may adjourn the meeting from time to time without notice
other than announcement at the meeting. In the absence of a quorum, the officer
presiding thereat shall have the power to adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting other than
announcement at the meeting shall not be required to be given, except as
provided in Paragraph (d) below and except where expressly required by law.
Section 10. (a) CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless
otherwise provided in the Certificate of Incorporation of the Corporation, any
action which may be taken at any annual or special meeting of stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed, in
person or by proxy, by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon were present
and voted in person or by proxy. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing, but who were entitled
to vote on the matter.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the Board
of Directors. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board of Directors to fix a record date. The
Board of Directors shall promptly, but in all events within ten (10) days after
the date on which such a request is received, adopt a resolution fixing the
record date. If no record date has been fixed by the Board of Directors within
ten (10) days after the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of stockholders meetings are
recorded, to the attention of the Secretary of the Corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
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Item 5. Other Events.
On June 8, 1995, the Board of Directors of Specialty Chemical
Resources, Inc. (the "Company"), adopted two amendments to the Amended and
Restated By-Laws (the "By-Laws") of the Company. Article I, Section 5,
paragraph (b) of the By-Laws was amended and restated to provide that the
officer presiding at a meeting of stockholders may adjourn the meeting,
regardless of whether a quorum is present. Article I, Section 10 was amended to
add paragraph (b) to establish a procedure for fixing a record date to
determine the stockholders entitled to consent to corporate action in writing
without a meeting. The full text of the By-law provisions as amended and
restated is attached hereto as Exhibit A and incorporated herein by reference.
