UNITED STATES
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 (Date of Earliest Event Reported): May 2, 2007
INDUSTRIAL DISTRIBUTION GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
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| Delaware
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000-13195
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58-2299339 |
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| (State or other Jurisdiction of
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(Commission File
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(IRS Employer |
| Incorporation or Organization)
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Number)
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Identification No.) |
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| 950 East Paces Ferry Road, N.E. |
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| Suite 1575 |
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| Atlanta, Georgia
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30326 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (404) 949-2100
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On May 2, 2007, the Board of Directors of Industrial Distribution Group, Inc.
(the “Company”) adopted amendments to the Company’s Bylaws to permit the Company to issue
uncertificated shares of any class or series of the Company capital stock. The Board of Directors
adopted these amendments to the Bylaws, effective May 2, 2007, in order for the Company to comply
with an amendment to NASDAQ Rule 4350(1) requiring that all NASDAQ-listed securities be eligible to
participate in a Direct Registration Program that provides that an investor’s ownership be recorded
and maintained on the books of the issuer or transfer agent without the issuance of a physical
stock certificate. In accordance with the provisions of the Company’s Certificate of Incorporation
and applicable Delaware law, stockholder approval of these amendments to the Bylaws was not
required.
The foregoing description of the amendments to the Bylaws is qualified in its entirety by
reference to such amendments, a copy of which is filed as Exhibit 3.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
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3.2 |
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Text of amendments to Bylaws. |