- Current report filing (8-K)
April 14 2009 - 2:15PM
Edgar (US Regulatory)
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): April 12,
2009
SONOSITE,
INC.
(Exact
Name of the Registrant as Specified in Its Charter)
Washington
(State
or Other Jurisdiction of Incorporation)
000-23791
|
|
91-1405022
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
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21919
30th Drive, S.E., Bothell, WA
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98021-3904
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(425)
951-1200
(Registrant’s
Telephone Number, Including Area Code)
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2)
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.03. Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On April
12, 2009, the Board of Directors (the “Board”) of SonoSite, Inc. (“SonoSite”)
adopted amended and restated Bylaws (the “Restated Bylaws”), effective as of
April 12, 2009. The Board’s Nominating and Governance Committee previously
reviewed the amendments provided for in the Restated Bylaws and recommended
their adoption to the Board.
The
Restated Bylaws revise, among other things, the advance notice provisions for
stockholder proposals and director nominations and were made to ensure that such
provisions are clear and unambiguous in light of recent judicial developments.
The amendments, among other things:
·
|
Explicitly
provide that the procedures set forth in Section 7(a) of Article II of the
Restated Bylaws, in the case of business proposals, and Section 3 of
Article III of the Restated Bylaws, in the case of director nominations,
are the exclusive means for a stockholder to submit such business
proposals or director nominations for consideration at SonoSite’s annual
meeting of shareholders;
|
·
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Clearly
distinguish the requirements of Section 7(a) of Article II and Section 3
of Article III of the Restated Bylaws from those relating to stockholder
proposals that are required by Rule 14a-8 under the Securities Exchange
Act of 1934, as amended, to be included in SonoSite’s proxy
statement;
|
·
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In
the case of an annual meeting that is called for a date that is within 30
days before or 60 days after the anniversary date of the immediately
preceding annual meeting of shareholders, change the advance notice
deadlines required for a shareholder to bring a business proposal or a
director nomination before an annual meeting to no later than the close of
business 90 days in advance of the anniversary date of the immediately
preceding annual meeting;
|
·
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In
the case of an annual meeting that is called for a date that is not within
30 days before or 60 days after the anniversary date of the immediately
preceding annual meeting of shareholders, change the advance notice
deadlines required for a shareholder to bring a business proposal or a
director nomination before an annual meeting to no later than the close of
business of the later of 90 days in advance of the annual meeting and 10
days after the first public disclosure of the date of the annual
meeting;
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·
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Expand
the scope of information a shareholder must provide when nominating a
person for election as a director or submitting other business for a
meeting of shareholders, including, among other things, disclosure of (i)
whether the shareholder has any agreements, arrangements or understandings
with any other person or persons for the purpose of acquiring or disposing
of SonoSite’s voting securities or to cooperate in obtaining, changing or
influencing the control of SonoSite, (ii) a list of all of the
shareholder’s ownership interests in SonoSite, such as derivatives, hedged
positions and other economic and voting interests and (iii) whether the
shareholder intends to solicit proxies from other SonoSite shareholders in
support of the business proposal or director
nomination.
|
The
foregoing description is a summary and does not purport to be a complete
description of the amendments contained in the Restated Bylaws and is qualified
in its entirety by reference to the text of the Restated Bylaws. A copy of the
Restated Bylaws is attached hereto as Exhibit 3.1 and a copy of the Restated
Bylaws marked to show changes from the Bylaws previously in effect is filed as
Exhibit 3.2, and each is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number
|
|
Description
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3.1
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Amended
and Restated Bylaws of SonoSite, Inc. (as adopted on April 12,
2009).
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3.2
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Amended
and Restated Bylaws of SonoSite, Inc. (as adopted on April 12, 2009) –
marked version.
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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 thereunto
duly authorized.
SONOSITE,
INC.
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By:
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Michael
J. Schuh
Chief
Financial Officer
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Date: April
13, 2009
EXHIBIT
INDEX
Number
|
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Description
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3.1
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Amended
and Restated Bylaws of SonoSite, Inc. (as adopted on April 12,
2009).
|
|
|
|
3.2
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Amended
and Restated Bylaws of SonoSite, Inc. (as adopted on April 12, 2009) –
marked version.
|
|
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