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 April 1, 1998
Ben & Jerry's Homemade Inc.
(Exact name of registrant as specified in its charter)
VERMONT 0-13544 03-0267543
(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
30 Community Drive, South Burlington, Vermont 05403-6828
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (802) 651-9600
Page 1 of 3 Page
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On March 31, 1998 the Board of Directors amended Section 1 of Article
II of the By-laws by adding at the end thereof the provisions set forth in
Exhibit 1 and amended Section 1 of Article III of the By-laws by adding at the
end the provisions set forth in Exhibit 2.
Exhibit 1:
Add to Section 1 of Article II
To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board, (b) otherwise properly brought before the meeting by
or at the direction of the board, or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation, not
less than 75 days nor more than 120 days prior to the meeting; provided,
however, that (i) in the event that less than 75 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made (whichever
first occurs), or (ii) in the event that less than 30 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 5th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made
(whichever first occurs).
Exhibit 2:
Add to Section 1 of Article III
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the board of the corporation at the annual meeting may be made
at a meeting of stockholders by or at the direction of the board of directors by
any nominating committee or person appointed by the board or by any stockholder
of the corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 1. Such
nominations, other than those made by or at the direction of the board, shall be
made pursuant to timely notice in writing to the secretary of the corporation.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corporation not less than 75
days nor more than 120 days prior to the meeting; provided, however, that (I) in
the event that less than 75 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made (whichever first occurs), or (ii) in
the event that less than 30 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on
<PAGE>
the 5th day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made (whichever first occurs).
Such stockholder's notice to the secretary shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class and number of shares of capital stock of the corporation which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934, as amended; and (b) as to the stockholder giving the notice (i) the name
and record address of stockholder and (ii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as director of the
corporation. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedure set forth herein.
The Chairperson of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the Chairperson should so determine, the Chairperson
shall so declare to the meeting and the defective nomination shall be
disregarded.
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 thereunto duly authorized.
Ben & Jerry's Homemade, Inc.
Date: April 1, 1998 By:/s/ Frances G. Rathke
-------------------------
Title: Chief Financial officer
