UNITED
STATES
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): August 13, 2008
HARTMARX
CORPORATION
(Exact
name of registrant as specified in charter)
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DELAWARE
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1-8501
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36-3217140
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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101
North Wacker Drive
Chicago,
Illinois 60606
(Address
of principal executive offices) (Zip Code)
(312)
372-6300
(Registrant's
telephone number, including area code)
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):
[
] Written communication pursuant to Rule 425 under the
Securities Act (17 C.F.R. 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 C.F.R. 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 C.F.R. 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 C.F.R. 240.13e-4(c))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On August 13, 2008, the Board of
Directors of Hartmarx Corporation (the "Company") approved certain amendments to
the Company's By-laws.
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▪
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The
By-laws were amended to add a two new paragraphs to Section 1 of Article
I. The fist newly added paragraph clarifies that (i) no
business shall be conducted at any annual meeting except in accordance
with the procedures set forth in Section 1 of Article I, and (ii) unless
otherwise required by law, if a stockholder intending to propose business
at an annual meeting pursuant to Section 1 of Article I does not provide
certain required information to the Corporation promptly following the
later of the record date or the date notice of the record date is first
publicly disclosed, or the stockholder (or a qualified representative of
the stockholder) does not appear at the meeting to present the proposed
business, such business shall not be transacted, notwithstanding that
proxies in respect of such business may have been received by the
Corporation. The second newly added paragraph clarifies the
applicability of the advance notice provisions to all stockholder
proposals, whether submitted for inclusion in the Company's proxy
statement or included in an independently financed proxy
statement.
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▪
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Each
of Article I , Section 1, governing submission of a proposal by a
stockholder, and Article II, Section 3, applicable in the case of a
nomination of a person for election as a director, were amended to require
a stockholder to include the following additional information in the
advance notice to the Company: the class and number of shares owned
(beneficially and of record) by the stockholder; a description of any
agreements the stockholder has with affiliates or third parties concerning
the stockholder proposal or director nomination; a description of any
derivative or short positions, profit interests, options, hedging
transactions, and borrowed or loaned shares the stockholder has with
respect to the Company's stock; a representation that the stockholder is
entitled to vote at the meeting and intends to attend the meeting to
present the proposal or director nomination; and whether the stockholder
intends to conduct a proxy
solicitation.
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The
foregoing description of the amendments is qualified in its entirety by
reference to the full text of the Company's Amended and Restated By-Laws, a copy
of which is attached as Exhibit 3-B-1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety.
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Item
9.01
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Financial
Statements and Exhibits.
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3-B-1
Amended
and Restated By-laws of Hartmarx
Corporation.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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HARTMARX
CORPORATION
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/s/
Taras R. Proczko
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Taras
R. Proczko
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Senior
Vice President
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Dated:
August 15, 2008
EXHIBIT
LIST
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Exhibit
Number
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Description
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3-B-1
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Amended
and Restated By-laws of Hartmarx Corporation.
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