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HBI » Topics » Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

This excerpt taken from the HBI 8-K filed Sep 5, 2006.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Amendments to the Articles of Incorporation

On September 1, 2006, our Board of Directors approved certain amendments to our articles of incorporation. These amendments were included in Articles of Amendment and Restatement that were filed and became effective upon filing with the State Department of Assessments and Taxation of Maryland on September 1, 2006. The Articles of Amendment and Restatement (i) increased our authorized share capital to 550,000,000 shares of stock, consisting of (a) 500,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and (b) 50,000,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”), and (ii) identified the initial members of our Board of Directors.

A copy of our Articles of Amendment and Restatement is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Articles Supplementary

In connection with the amendments to our articles of incorporation described above, our Board or Directors also approved Articles Supplementary that became effective upon filing with the State Department of Assessments and Taxation of Maryland on September 1, 2006. The Articles Supplementary classify and designate 500,000 shares of authorized and unissued Preferred Stock as Junior Participating Preferred Stock, Series A.

A copy of our Articles Supplementary is filed hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Bylaws

On September 1, 2006, our Board of Directors approved certain amendments to our bylaws. These amended and restated bylaws became effective upon the filing of the Articles of Amendment and Restatement and modify various provisions of our previous bylaws by:

 

  •   providing procedures for stockholders to request special meetings of the stockholders;

 

  •   requiring advance notice of stockholder director nominees and other stockholder proposals;

 

  •   changing the procedures by which stockholders may take action by written consent;

 

  •   changing the procedures for filling vacancies on the Board of Directors;

 

  •   permitting the ratification of transactions that are challenged in certain stockholder derivative proceedings; and

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  •   changing the indemnification rights and procedures for our directors and officers.

A copy of our amended and restated bylaws is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

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