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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: July 2, 1999
HEMAGEN DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11700 04-2869857
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
40 Bear Hill Road, Waltham, Massachusetts 02451
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Address of principal executive offices, including zip code
Registrant's telephone number, including area code: (781) 890-3766
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ITEM 5. OTHER EVENTS.
On July 2, 1999, the Board of Directors of Hemagen Diagnostics, Inc., a
Delaware corporation (the "Corporation"), adopted the following two amendments
to the Corporation's bylaws:
1. Article VII thereof was amended to provide for the mandatory
advancement of expenses incurred by Indemnitees (as defined in Article VII of
the Bylaws) as permitted by Section 145(e) of the Delaware General Corporation
Law.
2. Article XI thereof was amended to provide that the bylaws may be
amended, altered or repealed only by the affirmative vote of the holders of at
least two-thirds of the outstanding shares of the common stock of the
Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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Exhibit Number Description
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<S> <C>
3.1 Amendment to the Bylaws of Hemagen
Diagnostics, Inc.
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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.
Dated: July 2, 1999
HEMAGEN DIAGNOSTICS, INC.
By: /s/ Carl Franzblau
Name: Carl Franzblau
Title: Chief Executive Officer
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Exhibit 3.1
Amendment to the Bylaws of Hemagen Diagnostics, Inc.
The following amendments to the bylaws of Hemagen Diagnostics, Inc.
(the "Corporation") were adopted at a meeting of the Board of Directors of
the Corporation on July 2, 1999.
1. AMENDMENT OF ARTICLE VII. Article VII of the Bylaws of the
Corporation is hereby amended to read in its entirety as follows:
Article VII. Indemnification
"Indemnitees" are persons who may indemnified by a Delaware
corporation pursuant to the provisions of Section 145 of the General
Corporation Law of the State of Delaware, namely, any person, or the
heirs, executors, or administrators of such person, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such
corporation or is or was serving at the request of such corporation as
a director, officer, employee, or agent of such corporation or is or
was serving at the request of such corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The Corporation shall, and is hereby
obligated to, indemnify the Indemnitees, and each of them, in each and
every situation where the Corporation is obligated to make such
indemnification pursuant to the aforesaid statutory provisions. The
Corporation shall, and is hereby obligated to, indemnify the
Indemnitees, and each of them, in each and every situation where, under
the aforesaid statutory provisions, the Corporation is not obligated,
but is nevertheless permitted or empowered, to make such
indemnification.
The Corporation shall pay the expenses (including attorneys'
fees) incurred by an Indemnitee in defending any proceeding in advance
of its final disposition, provided, however, that, to the extent
required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an
undertaking by the Indemnitee to repay all amounts advanced if it
should be ultimately determined that the Indemnitee is not entitled to
be indemnified under this Article VII or otherwise.
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1. AMENDMENT OF ARTICLE XI. Article XI of the Bylaws of the Corporation
is hereby amended to read in its entirety as follows:
Article XI. Amendments
The Board of Directors shall have the power to alter, amend
and repeal these Bylaws and to adopt new Bylaws by an affirmative vote
of a majority of the whole Board, provided that notice of the proposal
to alter, amend or repeal these Bylaws or to adopt new Bylaws must be
included in the notice of the meeting of the Board of Directors at
which such action takes place. The stockholders shall also have the
power to alter, amend or repeal these Bylaws and to adopt new Bylaws,
except that any such alteration, amendment or repeal shall be made by
the holders of at least two-thirds of the outstanding shares of the
Common Stock of the Corporation.
