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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 6, 1999
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 005-42674 09265-04802
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2121 San Jacinto Street, Suite 2500, Dallas, Texas 75201
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Address of Principal Executive Offices
Registrant's telephone number, including area code : (214) 953-4500
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Item 5. Other Events.
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The Board of Directors of Global Industrial Technologies, Inc.
("Global") amended Global's bylaws (the "By-Laws") on June 6, 1999 (the "By-Law
Amendment"). The By-Law Amendment deletes Section 9 of Article III of the By-
Laws and replaces it in its entirety with the attached amendment.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99 Resolution Regarding By-Law Amendment
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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.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ Jeanette H. Quay
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Dated: June 8, 1999
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EXHIBIT 99
Resolution Regarding By-Law Amendment
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RESOLVED that the Board, acting pursuant to Section 109 of the
Delaware General Corporation Law, Article V of the Certificate of Incorporation
and Article XI of the By-Laws, hereby amends the By-Laws as follows:
Section 9 of Article III of the By-Laws shall be deleted and replaced
in its entirety with the following:
Section 9. Organization; Conduct of Meeting. (a) Any meeting of
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the Board of Directors shall be called to order by the Chairman of the
Board or in his absence by the Alternate Presiding Director or in the
absence of both by such person as appointed by a majority of the Directors
(the "Presiding Director"). The Presiding Director shall act as Chairman
of the meeting and shall be empowered to determine the order of business at
any such meeting to the extent not inconsistent with such rules and
regulations as may be adopted by the Board of Directors.
(b) The Board or Directors may adopt such rules, regulations and
procedures pertaining to the conduct of directors or the conduct of any
meeting of the Board of Directors as it shall deem appropriate. Such
rules, regulations or procedures 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; (c)
limitations on attendance at or participation in the meeting to directors
of the Company or such other persons as the Board of Directors shall
invite; (d) procedures to be followed in circumstances when one or more
directors may have a conflict of interest, or appearance thereof; and (e)
rules and procedures relating to the protection of proprietary or other
confidential information.
