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 3, 1997
Little Switzerland, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-19369 66-0476514
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(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
161-B Crown Bay Cruise Ship Port, St. Thomas, U.S.V.I. 00802
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (809)776-2010
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There are 7 pages to this Report
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Item 5 - Other Events
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On November 3, 1997, the Board of Directors of Little Switzerland, Inc.
(the "Company") adopted an amendment to the Amended and Restated By-laws of the
Company, a copy of which is attached hereto as Exhibit 3.2.1 and is incorporated
by reference herein.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 3.2.1 First Amendment to Amended and Restated By-laws
of Little Switzerland, Inc., approved and adopted by
the Board of Directors on November 3, 1997.
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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 thereunto duly authorized.
LITTLE SWITZERLAND, INC.
Date: November 12, 1997 By: /s/ John E. Toler, Jr.
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John E. Toler, Jr.
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Page *
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Exhibit 3.2.1 First Amendment to Amended and Restated 5
By-laws of Little Switzerland, Inc.
* On sequentially numbered copy
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FIRST AMENDMENT
TO
AMENDED AND RESTATED BY-LAWS
OF
LITTLE SWITZERLAND, INC.
Article II of the Amended and Restated By-laws (the "By-laws") of Little
Switzerland, Inc. (the "Corporation") is hereby amended as follows:
1. The fourth sentence of the second paragraph of Section 3 of Article II
of the Bylaws is hereby deleted in its entirety and replaced with the following:
"Such stockholder's notice 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, age, business address and residence address of
such person, (ii) the principal occupation or employment of such person
during the past five years, (iii) the class and number of shares of the
Corporation's capital stock which are beneficially owned by such person
on the date of such stockholder notice, (iv) a description of any of the
following events that has occurred within the last five years and that
is material to the evaluation of the ability or integrity of such
proposed nominee: (1) a petition under Federal bankruptcy laws or any
state insolvency laws was filed by or against such person, (2) such
person was convicted in a criminal proceeding or was a named subject of
a criminal proceeding (excluding traffic violations and other minor
offenses), (3) such person was found by any court of competent
jurisdiction to have violated any Federal or state securities law or
Federal commodities law, which judgment or finding has not been
subsequently reversed, suspended or vacated, or (4) such person was the
subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction or of any
Federal or state governmental or quasi-governmental agency, authority or
commission enjoining him or otherwise limiting him from engaging in any
type of business practice or in any activity in connection with the
purchase or sale of any security or commodity, (v) the consent of each
nominee to serve as a Director if so elected, and (vi) a representation
that such person qualifies as a nominee for election as a Director of
the Corporation under Section 17 of this Article II, and (b) as to the
stockholder giving the notice (i) the name and address, as they appear
on the Corporation's stock transfer books, of such stockholder and of
the beneficial owners (if any) of the stock registered in such
stockholder's name and the name and address of other stockholders known
by such stockholder to be supporting such nominees, (ii) the class and
number of shares of the Corporation's capital stock
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which are beneficially owned by such stockholder and such beneficial
owners (if any) on the date of such stockholder notice and by any other
stockholders known by such stockholder to be supporting such nominees on
the date of such stockholder notice, (iii) a representation that the
stockholder or his representative intends to appear in person at the
meeting to nominate the person or persons specified in the notice, (iv)
a description of all arrangements or understandings between such
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 such stockholders; provided, that nothing in
subsection (a) or (b) of this Section shall require the stockholder
giving such notice to provide to the Corporation copies of such
stockholder's preliminary or definitive proxy, proxy statement, or other
soliciting material filed with the Securities and Exchange Commission."
2. The following new Section 17 shall be added at the end of Article II of
the By-laws:
"SECTION 17. ADDITIONAL DIRECTOR QUALIFICATIONS-PROHIBITION ON
COMPETITIVE ACTIVITIES. In order to protect the best interests of the
shareholders of the Corporation, no person shall be qualified to be
elected as a Director of the Corporation or be qualified to continue to
serve as such if it is determined in accordance with this Section that
such person is an owner, part-owner, shareholder, partner, member,
officer, manager or employee of any business organization (whether a
corporation, partnership, limited liability company, proprietorship or
any other form) whose activities, products or services are competitive
with those of the Corporation or its subsidiaries; except that any such
person may make passive investments in a competitive enterprise the
shares of which are publicly traded if such investment constitutes less
than five (5) percent of the equity of such enterprise. In furtherance
of the foregoing, each person elected as a Director of the Corporation
shall enter into a confidentiality agreement with the Corporation in the
form provided by the Company.
(a) Any person who, at the time of his/her election as Director of
the Corporation, fails to qualify under the provisions of this Section
17 or to enter into or comply with the terms of such confidentiality
agreement, as determined by a majority of the Directors in office
immediately prior to any such election (exclusive of any Director under
consideration), shall no longer qualify as a nominee for
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Director and shall not be elected as a Director of the Corporation,
irrespective of any vote of the stockholders of the Corporation.
(b) Any Director of the Corporation who, at any time during his/her
term of office, fails to qualify under the provisions of this Section 17
or to enter into or comply with the terms of such confidentiality
agreement, as determined by a majority of the Directors (exclusive of
any Director under consideration), shall automatically cease to be a
Director of the Corporation, without any vote of the stockholders of the
Corporation."
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