SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______
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) December 13,
1995
Lechters, Inc.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 0-17870 13-2821526
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Cape May Street, Harrison, NJ 07029-9998
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 481-1100
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 19 pages.
Exhibit index is on page 2.
Item 8. Change in Fiscal Year
On December 13, 1995, the Board of Directors of Lechters, Inc.
(the "Company") amended the Bylaws of the Company, which
amendment became effective immediately, to (i) change the end of
the 1996 fiscal year from January 27, 1996 to February 3, 1996,
which period will be reported in the Company's Annual Report on
Form 10-K for the fiscal year ended February 3, 1996; and (ii)
change the calculation of the beginning and ending date of each
subsequent fiscal year. A copy of the amended Bylaws of the
Company is set forth as Exhibit 3.
Exhibit Index
Exhibit 3 - Bylaws of Lechters, Inc. as amended on December
13, 1995.
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.
LECHTERS, INC.
(Registrant)
Date December 27, 1995 BY /s/ IRA S. ROSENBERG
Name: Ira S. Rosenberg
Title: Vice President, Secretary
and Corporate Counsel
Exhibit 3
BY-LAWS
of
LECHTERS, INC.
As Amended April 11, 1991,
January 11, 1994 and December 13, 1995
LECHTERS, INC.
A New Jersey Corporation
BY-LAWS
TABLE OF CONTENTS
Page
ARTICLE I SHAREHOLDERS . . . . . . . . . . . . . . . . . . 1
Section 1.1. Annual Meeting . . . . . . . . . . . . . 1
Section 1.2. Special Meetings . . . . . . . . . . . . 1
Section 1.3. Notice of Meetings . . . . . . . . . . . 1
Section 1.4. Quorum . . . . . . . . . . . . . . . . . 2
Section 1.5. Adjournment . . . . . . . . . . . . . . . 2
Section 1.6. Organization . . . . . . . . . . . . . . 3
Section 1.7. Voting . . . . . . . . . . . . . . . . . 3
ARTICLE II BOARD OF DIRECTORS . . . . . . . . . . . . . . . 4
Section 2.1. Number and Term of Office . . . . . . . . 4
Section 2.2. Chairman and Vice Chairman of the
Board . . . . . . . . . . . . . . . . . . 4
Section 2.3. Meetings . . . . . . . . . . . . . . . . 5
Section 2.4. Notice of Special Meetings . . . . . . . 5
Section 2.5. Quorum and Organization of Meetings . . . 6
Section 2.6. Committees . . . . . . . . . . . . . . . 6
Section 2.7. Action Without Meeting . . . . . . . . . 8
Section 2.8. Telephone Meetings . . . . . . . . . . . 8
ARTICLE III OFFICERS . . . . . . . . . . . . . . . . . . . . 8
Section 3.1. Executive Officers . . . . . . . . . . . 8
Section 3.2. Powers and Duties . . . . . . . . . . . . 9
ARTICLE IV RESIGNATIONS, REMOVALS, AND VACANCIES . . . . . . 10
Section 4.1. Resignations . . . . . . . . . . . . . . 10
Section 4.2. Removals . . . . . . . . . . . . . . . . 10
Section 4.3. Vacancies . . . . . . . . . . . . . . . . 11
ARTICLE V CAPITAL STOCK . . . . . . . . . . . . . . . . . . 11
Section 5.1. Stock Certificates . . . . . . . . . . . 11
Section 5.2. Transfer of Shares . . . . . . . . . . . 11
Section 5.3. Fixing Record Date . . . . . . . . . . . 12
Section 5.4. Lost Certificates . . . . . . . . . . . . 12
Section 5.5. Regulations . . . . . . . . . . . . . . . 13
ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . 13
Section 6.1. Corporate Seal . . . . . . . . . . . . . 13
Section 6.2. Fiscal Year . . . . . . . . . . . . . . . 13
Section 6.3. Notices and Waivers Thereof . . . . . . . 14
Section 6.4. Stock of Other Corporations or
Other Interests . . . . . . . . . . . . . 14
ARTICLE VII AMENDMENTS . . . . . . . . . . . . . . . . . . . 15
LECHTERS, INC.
A New Jersey Corporation
BY-LAWS
_______________
ARTICLE I
SHAREHOLDERS
Section 1.1. Annual Meeting.
An annual meeting of shareholders for the purpose of
electing directors and of transacting such other business as may
come before it shall be held each year at such date, time, and
place, either within or without the State of New Jersey, as may
be specified by the Board of Directors.
Section 1.2. Special Meetings.
Special meetings of shareholders for any purpose or
purposes may be held at any time upon call of the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, the
President, or a majority of the Board of Directors, at such time
and place either within or without the State of New Jersey as may
be stated in the notice. A special meeting of shareholders shall
be called by the President upon the written request, stating
time, place, and the purpose or purposes of the meeting, of
shareholders who together own of record 25% of the outstanding
stock of all classes entitled to vote at such meeting.
Section 1.3. Notice of Meetings.
Written notice of shareholders' meetings, stating the
place, date, and hour thereof, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called
shall be given by the Chairman of the Board, if any, the Vice
Chairman of the Board, if any, the President, any Vice President,
the Secretary, or an Assistant Secretary, to each shareholder
entitled to vote thereat at least ten days but not more than
sixty days before the date of the meeting, unless a different
period is prescribed by law.
Section 1.4. Quorum.
Except as otherwise provided by law or in the Restated
Certificate of Incorporation or these By-Laws, at any meeting of
shareholders, the holders of a majority of the outstanding shares
of each class of stock entitled to vote at the meeting shall be
present or represented by proxy in order to constitute a quorum
for the transaction of any business. In the absence of a quorum,
a majority in interest of the shareholders present or the
chairman of the meeting may adjourn the meeting from time to time
in the manner provided in Section 1.5 of these By-Laws until a
quorum shall attend.
Section 1.5. Adjournment.
Any meeting of shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting
if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
Section 1.6. Organization.
The Chairman of the Board, if any, or in his absence
the Vice Chairman of the Board or in their absence the President,
or in their absence any Vice President, shall call to order
meetings of shareholders and shall act as chairman of such
meetings. The Board of Directors or, if the Board fails to act,
the shareholders may appoint any shareholder, director, or
officer of the Corporation to act as chairman of any meeting in
the absence of the Chairman of the Board, the Vice Chairman of
the Board, the President, and all Vice Presidents.
The Secretary of the Corporation shall act as secretary
of all meetings of shareholders, but, in the absence of the
Secretary, the chairman of the meeting may appoint any other
person to act as secretary of the meeting.
Section 1.7. Voting.
Except as otherwise provided by law or in the Restated
Certificate of Incorporation or these By-Laws and except for the
election of directors, at any meeting duly called and held at
which a quorum is present, a majority of the votes cast at such
meeting upon a given question by the holders of outstanding
shares of stock of all classes of stock of the Corporation
entitled to vote thereon who are present in person or by proxy
shall decide such question. At any meeting duly called and held
for the election of directors at which a quorum is present,
directors shall be elected by a plurality of the votes cast by
the holders (acting as such) of shares of stock of the
Corporation entitled to elect such directors.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. Number and Term of Office.
The business, property, and affairs of the Corporation
shall be managed by or under the direction of a Board of between
three and fifteen directors. The Board shall be divided into
three classes, which are hereby designated Class A, Class B and
Class C. The term of office of the initial Class A directors
shall expire at the next annual meeting of shareholders; that of
the initial Class B directors at the second succeeding annual
meeting of shareholders; and that of the initial Class C
directors at the third succeeding annual meeting of shareholders.
At each annual meeting after the initial classification of
directors, directors to replace those whose terms expire at such
annual meeting shall be elected to hold office until the third
succeeding annual meeting. Each director shall be elected by the
holders of shares entitled to vote thereon at the annual meeting
of shareholders, to serve (subject to the provisions of
Article IV) until his respective successor is elected and
qualified.
Section 2.2. Chairman and Vice Chairman of the Board.
The directors may elect one of their members to be
Chairman of the Board of Directors and one of their members to be
Vice Chairman of the Board of Directors. The Chairman and Vice
Chairman shall be subject to the control of the Board of
Directors. They shall perform such duties as may from time to
time be assigned to them by the Board.
Section 2.3. Meetings.
The annual meeting of the Board of Directors, for the
election of officers and the transaction of such other business
as may come before the meeting, shall be held without notice at
the same place as, and immediately following, the annual meeting
of the shareholders.
Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time
be determined by the Board.
Special meetings of the Board of Directors shall be
held at such time and place as shall be designated in the notice
of the meeting whenever called by the Chairman of the Board, if
any, the Vice Chairman, if any, the President, or by a majority
of the directors then in office.
Section 2.4. Notice of Special Meetings.
The Secretary, or in his absence any other officer of
the Corporation, shall give each director notice of the time and
place of holding of special meetings of the Board of Directors by
mail at least five days before the meeting, or by telecopy,
telegram, cable, radiogram, or personal service at least two days
before the meeting. Unless otherwise stated in the notice
thereof, any and all business may be transacted at any meeting
without specification of such business in the notice.
Section 2.5. Quorum and Organization of Meetings.
A majority of the total number of members of the Board
of Directors as constituted from time to time shall constitute a
quorum for the transaction of business. Except as otherwise
provided by law or in the Restated Certificate of Incorporation
or these By-Laws, a majority of the directors present at any
meeting at which a quorum is present may decide any question
brought before such meeting. Meetings shall be presided over by
the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in their absence by the
President, or in the absence of both by such other person as the
directors may select. The Secretary of the Corporation shall act
as secretary of the meeting, but in his absence the chairman of
the meeting may appoint any person to act as secretary of the
meeting.
Section 2.6. Committees.
The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business, property, and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers
which may require it; but no such committee shall have power or
authority in reference to amending the Restated Certificate of
Incorporation of the Corporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing
for the issuance of shares of stock adopted by the Board of
Directors pursuant to authority expressly granted to the Board of
Directors by the Corporation's Restated Certificate of
Incorporation, fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation, or the conversion
into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other
class or classes of stock of the Corporation), adopting any
action that requires approval of the shareholders, electing or
appointing any director or removing any officer or director,
amending or repealing any resolution adopted by the Board of
Directors that by its terms is amendable or repealable only by
the Board, or making, altering or repealing these By-Laws; and,
unless the resolution expressly so provided, no such committee
shall have the power or authority to declare a dividend, or to
authorize the issuance of stock. Each committee which may be
established by the Board of Directors pursuant to these By-Laws
may fix its own rules and procedures. Notice of meetings of
committees, other than of regular meetings provided for by the
rules, shall be given to committee members. All action taken by
committees shall be recorded in minutes of the meetings.
Section 2.7. Action Without Meeting.
Nothing contained in these By-Laws shall be deemed to
restrict the power of members of the Board of Directors or any
committee designated by the Board to take any action required or
permitted to be taken by them without a meeting.
Section 2.8. Telephone Meetings.
Nothing contained in these By-Laws shall be deemed to
restrict the power of members of the Board of Directors or any
committee designated by the Board, to participate in all or part
of a meeting of the Board, or committee, by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
ARTICLE III
OFFICERS
Section 3.1. Executive Officers.
The executive officers of the Corporation shall be a
President, one or more Vice Presidents, a Treasurer, and a
Secretary, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint such
other officers (including a Chairman of the Board, a Vice
Chairman of the Board, a Controller and one or more Assistant
Treasurers and Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may
be prescribed by the Board of Directors from time to time. Any
person may hold at one time two or more offices, but no officer
shall execute, acknowledge or verify any instrument in more than
one capacity if such instrument is required by law or by these
By-Laws to be executed, acknowledged or verified by two or more
officers.
Section 3.2. Powers and Duties.
The Chairman of the Board, if any, or, in his absence,
the Vice Chairman of the Board, if any, or in their absence the
President, shall preside at all meetings of the shareholders and
of the Board of Directors. The Vice Chairman of the Board shall
be the chief executive officer of the Corporation, if a Vice
Chairman of the Board is elected. In the event a Vice Chairman
of the Board is not elected, the Chairman of the Board shall be
the chief executive officer of the Corporation. In the event a
Chairman of the Board is not elected, the President shall be the
chief executive officer of the Corporation. The President shall
be the chief operating officer of the Corporation. In the
absence of the President, a Vice President appointed by the
President or, if the President fails to make such appointment, by
the Board, shall perform all the duties of the President. The
officers and agents of the Corporation shall each have such
powers and authority and shall perform such duties in the
management of the business, property, and affairs of the
Corporation as generally pertain to their respective offices, as
well as such powers and authorities and such duties as from time
to time may be prescribed by the Board of Directors.
ARTICLE IV
RESIGNATIONS, REMOVALS, AND VACANCIES
Section 4.1. Resignations.
Any director or officer of the Corporation, or any
member of any committee, may resign at any time by giving written
notice to the Board of Directors, the President, or the Secretary
of the Corporation. Any such resignation shall take effect at
the time specified therein or, if the time be not specified
therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
Section 4.2. Removals.
The Board of Directors, by a vote of not less than a
majority of the entire Board, at any meeting thereof, or by
written consent, at any time, may, to the extent permitted by
law, remove with or without cause from office or terminate the
employment of any officer or member of any committee and may,
with or without cause, disband any committee.
Unless otherwise provided in the Restated Certificate
of Incorporation, the holders of two-thirds of the shares
entitled at the time to vote at an election of directors may
remove any director with cause, but may not remove any director
without cause. The Board of Directors, by a vote of not less
than two-thirds of the entire Board, at any meeting thereof, or
by written consent, at any time, may, to the extent permitted by
law, remove any director with cause, but may not remove a
director without cause.
Section 4.3. Vacancies.
Subject to the provisions of the Restated Certificate
of Incorporation, any vacancy in the office of any director or
officer through death, resignation, removal, disqualification, or
other cause, and any additional directorship resulting from
increase in the number of directors, may be filled at any time by
two-thirds of the directors then in office (even though less than
a quorum remains). The person so chosen shall hold office until
the next succeeding annual meeting of shareholders and until his
successor shall have been elected and qualified. Any
directorship not filled by the Board of Directors may be filled
by the shareholders at an annual meeting or special meeting of
shareholders called for that purpose.
ARTICLE V
CAPITAL STOCK
Section 5.1. Stock Certificates.
The certificates for shares of the capital stock of the
Corporation shall be in such form as shall be prescribed by law
and approved, from time to time, by the Board of Directors.
Section 5.2. Transfer of Shares.
Shares of the capital stock of the Corporation may be
transferred on the books of the Corporation only by the holder of
such shares or by his duly authorized attorney, upon the
surrender to the Corporation or its transfer agent of the
certificate representing such stock properly endorsed.
Section 5.3. Fixing Record Date.
In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which, unless otherwise
provided by law, shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days
prior to any other action.
Section 5.4. Lost Certificates.
The Board of Directors or any transfer agent of the
Corporation may direct a new certificate or certificates
representing stock of the Corporation to be issued in place of
any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon
the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors)
may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as the
Board of Directors (or any transfer agent so authorized) shall
direct to indemnify the Corporation against any claim that may be
made against the Corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed or the issuance
of such new certificates, and such requirement may be general or
confined to specific instances.
Section 5.5. Regulations.
The Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, cancellation, and
replacement of certificates representing stock of the
Corporation.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Corporate Seal.
The corporate seal shall have inscribed thereon the
name of the Corporation and shall be in such form as may be
approved from time to time by the Board of Directors.
Section 6.2. Fiscal Year.
The 1995 fiscal year shall begin on January 29, 1995,
and end on February 3, 1996. Each subsequent fiscal year shall
begin on the day following the expiration of the prior fiscal
year, and end during the next calendar year on: (i) January 31,
if January 31 is a Saturday, (ii) the last Saturday in January if
January 31 is a Sunday, Monday or Tuesday, or (iii) the first
Saturday in February, if January 31 is a Wednesday, Thursday or
Friday.
Section 6.3. Notices and Waivers Thereof.
Whenever any notice whatever is required by law, the
Restated Certificate of Incorporation, or these By-Laws to be
given to any shareholder, director, or officer, such notice,
except as otherwise provided by law, may be given personally, or
by mail, or, in the case of directors or officers, by telecopy,
telegram, cable, or radiogram, addressed to such address as
appears on the books of the Corporation. Any notice given by
telecopy, telegram, cable, or radiogram shall be deemed to have
been given when it shall have been delivered for transmission and
any notice given by mail shall be deemed to have been given when
it shall have been deposited in the United States mail with
postage thereon prepaid.
Whenever any notice is required to be given by law, the
Restated Certificate of Incorporation, or these By-Laws, a
written waiver thereof, signed by the person entitled to such
notice whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.
Section 6.4. Stock of Other Corporations or
Other Interests.
Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, the Secretary, and such
attorneys or agents of the Corporation as may be from time to
time authorized by the Board of Directors or the Chairman of the
Board, shall have full power and authority on behalf of this
Corporation to attend and to act and vote in person or by proxy
at any meeting of the holders of securities of any corporation or
other entity in which this Corporation may own or hold shares or
other securities and at such meetings shall possess and may
exercise all the rights and powers incident to the ownership of
such shares or other securities which this Corporation, as the
owner or holder thereof might have possessed and exercised if
present. The Chairman of the Board, the President, the
Secretary, or such attorneys or agents, may also execute and
deliver on behalf of this Corporation powers of attorney,
proxies, consents, waivers, and other instruments relating to the
shares or securities owned or held by this Corporation.
ARTICLE VII
AMENDMENTS
The holders of shares entitled at the time to vote for
the election of directors shall have power to adopt, amend, or
repeal the By-Laws of the Corporation by vote of not less than a
majority of such shares, and except as otherwise provided by law
the Board of Directors shall have power equal in all respects to
that of the shareholders to adopt, amend, or repeal the By-Laws
by vote of not less than a majority of the entire Board.
However, any By-Law adopted by the Board may be amended or
repealed by vote of the holders of a majority of the shares
entitled at the time to vote for the election of directors.
