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CSS Industries (CSS)
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8-K

  • 8-K (May 21, 2013)
  • 8-K (Mar 25, 2013)
  • 8-K (Jan 30, 2013)
  • 8-K (Dec 10, 2012)
  • 8-K (Oct 25, 2012)
  • 8-K (Sep 28, 2012)

 
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CSS Industries 8-K 2012

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1
Form 8-K

 

 

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): June 18, 2012

 

 

CSS Industries, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-2661   13-1920657

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1845 Walnut Street, Philadelphia, PA   19103
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 569-9900

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:

 

¨ 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(b))

 

¨ 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; Changes in Fiscal Year.

On June 18, 2012, the Board of Directors of CSS Industries, Inc. (the “Company”) amended Section 4.02 of the Company’s bylaws. As amended, Section 4.02 of the bylaws reads as follows:

SECTION 4.02. Number.—The board of directors shall consist of such number of directors as may be determined from time to time by resolution of the board of directors, but in no case shall the number be less than three (3). Should the board of directors fail to fix the number of directors as aforesaid, the number shall be fixed by the stockholders.

Prior to the amendment, Section 4.02 of the bylaws contained a provision requiring that the board of directors consist of not less than seven, nor more than 25, directors.

 

Item 9.01 Financial Statements and Exhibits.

The following Exhibit is being filed herewith:

 

Exhibit No.

   

Description

3.1    Amendment to Bylaws adopted June 18, 2012

 

2

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 hereunto duly authorized.

 

CSS Industries, Inc.

(Registrant)

By:  

/s/ William G. Kiesling

 

William G. Kiesling

Vice President – Legal and Human
    Resources and General Counsel

Date: June 19, 2012

 

3

Exhibit Index

 

Exhibit No.

   

Description

3.1    Amendment to Bylaws adopted June 18, 2012

 

4

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