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): January 21, 2009
COMMSCOPE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
1-12929
(Commission
file number)
|
36-4135495
(I.R.S.
Employer
Identification
No.)
|
1110
CommScope Place, SE
P.O.
Box 339
Hickory,
North Carolina
(Address
of principal executive offices)
|
28602
(Zip
code)
|
Registrant’s
telephone number, including area code: (828) 324-2200
N/A
(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))
|
On
January 21, 2009, the Board of Directors of CommScope, Inc. (“CommScope” or the
“Company”)
approved a resolution stating that Edward A. Hally, Executive Vice President and
General Manager, Antenna, Cable and Cabinets Group, shall be credited with an
additional two years of service under the Company’s Supplemental Executive
Retirement Plan. The value of Mr. Hally’s account balance under the
plan as of December 31, 2008 was approximately $379,000 and, with the additional
service credit, Mr. Hally can retire as early as October 1, 2010 and receive his
benefit under the plan.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 21, 2009, the Company filed a Certificate of Elimination of Series A
Junior Participating Preferred Stock of the Company (the “Certificate of
Elimination”) with the Delaware Secretary of State relating to a
Certificate of Designation of Series A Junior Participating Preferred Stock of
the Company, which had originally been filed by the Company with the Delaware
Secretary of State on July 25, 1997 (the “Certificate of
Designation”) in connection with the adoption of a rights plan; the
rights plan expired in June 2007. The filing of the Certificate of
Elimination was authorized by the Board of Directors of the Company in
accordance with the Delaware General Corporation Law. The Certificate
of Elimination has the effect of eliminating from the Company’s Amended and
Restated Certificate of Incorporation all matters set forth in Certificate of
Designation. The 400,000 shares of Series A Junior Participating
Preferred Stock reserved for issuance under the Certificate of Designation
resumed their status as authorized but unissued shares of preferred stock of the
Company as of the effective date of the Certificate of Elimination. A
copy of the Certificate of Elimination is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
On
January 21, 2009, in connection with a general corporate governance review, the
Company’s Board of Directors approved resolutions amending and restating the
Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”), effective
immediately. The principal changes effected by the adoption of the
amended By-Laws were to:
|
(i)
|
amend
Section 12 and Section 13 of Article II of the By-Laws to revise the
provisions relating to when a stockholder must provide advance notice to
the Company that it intends to nominate an individual for election as a
director or propose other business at an annual meeting of
stockholders;
|
|
|
|
|
(ii)
|
amend
Section 12 and Section 13 of Article II of the By-Laws to expand the
information required to be included in a notice of an intention to
nominate an individual for election as a director or propose other
business at an annual meeting;
|
|
|
|
|
(iii)
|
amend
Section 3 of Article II of the By-Laws to establish procedures for
stockholders to call a special meeting of stockholders and for the
establishment of a date upon which such a special meeting will be held,
including with respect to the establishment of a record date for the
determination of stockholders entitled to demand a special meeting, the
making of a demand to hold a special meeting, the information required to
be included in any demand for the establishment of such a record date or
the holding of a special meeting and the retention of an independent
inspector of election to review such demands;
|
|
|
|
|
(iv)
|
amend
Section 7 of Article V of the Bylaws and Section 11 of Article II of the
Bylaws to establish procedures with respect to stockholder action by
written consent without a meeting, including with respect to the
establishment of a record date for the determination of stockholders
entitled to express consent to corporate action in writing without a
meeting, the information required to be included in any demand for the
establishment of such a record date and the retention of an independent
inspector of election to review any consents delivered to the
Company.
|
In
addition, Section 9 of Article II of the By-Laws was amended to conform the
provisions relating to the availability of stockholder lists in connection with
meetings of stockholders to comply with changes in Delaware law and Sections 1,
3 and 4 of Article V of the By-Laws were amended to authorize the issuance and
transfer of capital stock of the Company in uncertificated form and to make
related technical amendments.
In
addition to the amendments described above, the By-Laws include certain changes
to (1) clarify language, (2) authorize the delivery of notices of meetings
of the Board of Directors by e-mail and (3) make various technical corrections
and non-substantive changes.
The
preceding description of the By-Laws and the amendments effected thereby does
not purport to be a complete statement of the provisions thereof and is
qualified in its entirety by reference to CommScope’s Amended and Restated
By-Laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description
3.1 |
Certificate
of Elimination of Series A Junior Participating Preferred Stock of
CommScope, Inc. |
3.2
|
Amended
and Restated By-Laws of CommScope,
Inc.
|