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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
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Date of Report (Date of earliest
event reported) December 14, 1998
Global Industrial Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11160 75-2617871
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2121 San Jacinto, Suite 2500, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
(214) 953-4500
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Board of Directors of Global Industrial Technologies, Inc.
("Global") amended Global's bylaws (the "By-Laws") on December 14, 1998 (the
"By-Law Amendment"). The By-Law Amendment modifies Article II by amending
Sections 3 and 7 thereof. The foregoing description is qualified in its
entirety by reference to the By-Law Amendment, which is attached as an exhibit
hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99 Amendment to the Company's By-Laws, dated December 14, 1998.
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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 hereunto duly authorized.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By /s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: President
Date: December 16, 1998
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EXHIBIT 99
AMENDMENT TO BY-LAWS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
AMENDMENT, dated December 14, 1998, to the By-Laws of Global Industrial
Technologies, Inc., a Delaware corporation (the "Company").
WHEREAS, the Board of Directors (the "Board") of the Company, at a meeting
duly called and held on December 14, 1998, determined that it is desirable and
in the best interests of the Company and its shareholders to make certain
amendments to the By-Laws of the Company (the "By-Laws"); and
WHEREAS, such amendments to the By-Laws are in addition to any other
requirements under applicable law and the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") and By-laws.
NOW, THEREFORE, the By-Laws are hereby amended in the following respects
only pursuant to Section 109 of the Delaware General Corporation Law, Article V
of the Certificate of Incorporation and Article XI of the By-Laws:
1. Section 3 of Article II of the By-Laws shall be deleted and
replaced in its entirety with the following:
Section 3. Notice of Meetings of Shareholders; Advance Notice by
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Shareholders of Director Nominations.
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(a) Notice of Meetings of Shareholders. Written or printed
notice of the time, place and purpose or purposes of the Annual Meetings and of
each special meeting of the shareholders shall be given by or at the direction
of the person authorized to call the meeting to each shareholder of record
entitled to vote at the meeting, at his last known address as the same appears
upon the books of the Company, not less than 10 nor more than 60 days prior to
the date of the meeting. It shall also be the duty of the Secretary to provide
for any further or additional notice that may be required by law. When a
meeting is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at an adjourned meeting
other than by announcement at the meeting at which such adjournment is taken.
(b) Advance Notice by Shareholders of Director Nominations.
In addition to any other requirements under applicable law and the Certificate
of Incorporation and By-laws of the Company, the nomination of persons by
shareholders for election as directors of the Company shall be properly brought
before the annual meeting by a shareholder only if notice of such nomination to
be presented at such meeting of shareholders (the "Shareholder Nomination
Notice") shall be delivered to or mailed and received by the Secretary of the
Company at the
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principal executive offices of the Company not less than 50 days prior to the
meeting; provided, however, that in the event that less than 50 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, the Shareholder Nomination Notice to be timely must be so received
not later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. In addition to any other requirements under applicable law
and the Certificate of Incorporation and By-laws of the Company, any shareholder
desiring to nominate any person or persons (as the case may be) for election as
a director or directors of the Company shall deliver, as part of such
Shareholder Nomination Notice, (i) a statement in writing setting forth the name
of the person or persons to be nominated, (ii) the number and class of all
shares of each class of stock of the Company owned of record and beneficially by
each such person, as reported to such shareholder by such nominee(s), (iii) the
information regarding each such person required by paragraphs (a), (e) and (f)
of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission
(or the corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Company) and (iv) each such
person's signed consent to serve as a director of the Company if elected.
2. Section 7 of Article II of the By-Laws shall be deleted and
replaced in its entirety with the following:
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Section 7. Conduct of Meetings. The Board of Directors of the Company may
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adopt by resolution such rules, regulations and procedures for the conduct of
meetings of shareholders as it shall deem appropriate. Except to the extent
inconsistent with applicable laws and such rules and regulations as adopted by
the Board of Directors, the presiding officer of any meeting of shareholders
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts, including causing an adjournment of such
meeting, as, in the judgment of such presiding officer, are appropriate. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the presiding officer of the meeting, may include, without
limitation, the following: (a) the establishment of an agenda or order of
business for the meeting; (b) rules and procedures for maintaining order at the
meeting and the safety of those present; (c) limitations on attendance at or
participation in the meeting to shareholders of record of the Company, their
duly authorized and constituted proxies or such other persons as the presiding
officer shall permit; (d) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (e) limitations on the time allotted to
questions or comments by participants. The presiding officer at any meeting of
shareholders, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding officer should so determine,
such person shall so declare to the meeting any such matter or business not
properly brought before the meeting shall not be transacted or considered.
Unless, and to the extent determined by the Board of Directors or the presiding
officer of the meeting, meetings of shareholders shall not be required to be
held in accordance with rules of parliamentary procedure.
IN WITNESS WHEREOF, this Amendment to the By-Laws is hereby certified as
duly adopted by the Board of Directors.
/s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: President
Attest:
/s/ KENNETH C. FERNANDEZ
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Name: Kenneth C. Fernandez
Title: Assistant Secretary
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