Attached files
file | filename |
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EX-3.2 - EXHIBIT 3.2 - UTi WORLDWIDE INC | c15616exv3w2.htm |
EX-3.1 - EXHIBIT 3.1 - UTi WORLDWIDE INC | c15616exv3w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
British Virgin Islands | 000-31869 | N/A | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
9 Columbus Centre, Pelican Drive Road Town, Tortola c/o UTi, Services, Inc. 100 Oceangate, Suite 1500 British Virgin Islands Long Beach, CA USA |
90802 |
|
(Address of principal executive offices) | (Zip Code) |
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)) |
April 14, 2011
| amended Sub-Regulation 8.4(a) to clarify the information that shareholders desiring to
call a special meeting must provide to the Company (as well as the procedure for submitting
such information to the Company) and to provide that the directors on their own initiative
may submit business or director nominations to the shareholders at any special meeting of
shareholders. The Articles also added new Sub-Regulation 8.4(b) providing a procedure for
shareholders to revoke a request for a special meeting of shareholders and clarifying what
happens in the event shareholders revoke such a request. |
| amended Sub-Regulation 8.6 by adding a sentence clarifying that, if a record date for
determining shares that are entitled to vote at a meeting is not specified in the notice
for such meeting, the date of the notice shall be the record date. |
| updated and combined previous Sub-Regulations 8.9, 8.10 and 8.11 into new Sub-Regulation
8.9 relating to the procedures shareholders must follow for appointing a proxy and filing
the proxy with the Company. The Articles omit the form of proxy previously contained in
prior Sub-Regulation 8.11. Revised Sub-Regulation 8.9(a) provides for a procedure for
filing proxies with the Company and specifies that a new appointment revokes a former
appointment. New Sub-Regulation 8.9(c) relating to the appointment of inspectors of
election was also added. |
| amended Sub-Regulation 8.12 to permit the continued transaction of business at a meeting
of shareholders at which a quorum is initially present notwithstanding a withdrawal of
shares from the meeting that leaves less than a quorum and to clarify the taking of action
by the shareholders at a meeting. |
| amended Sub-Regulation 8.13 to change the period of time (from two hours to one-half
hour) for determining whether a quorum is present at a meeting called by shareholders and
to clarify procedures relating to the adjournment of a meeting of shareholders. New
Sub-Regulation 8.13(b) addresses notices for adjourned meetings and new Sub-Regulation
8.13(c) addresses the business that may be transacted at an adjourned meeting. |
| added new Sub-Regulation 8.14 granting the directors the right to postpone or cancel a
meeting of shareholders; provided, that meetings called after receipt of a valid written
request of shareholders holding at least 30% of the outstanding voting shares may only be
cancelled in accordance with Sub-Regulation 8.4(b). |
| amended Sub-Regulations 8.16 and 10.4 to clarify the information which must be provided
to the Company in the event a shareholder desires to make a proposal or nominate a director
at a meeting and to change the period of time during which shareholders may submit a
proposal or nomination to 60 to 90 days prior to the anniversary date of the mailing of the
Companys proxy statement for the prior years annual meeting (as compared to 60 to 90 days
prior to the anniversary date of the prior years annual meeting) and to clarify that
postponements and adjournments of meetings do not reset the period of time during which
shareholders may submit a proposal or nomination. As revised, the Sub-Regulations now
require, among other things, that such shareholders provide information with respect to
their holdings of various derivative instruments and when certain information must be
updated by a shareholder. |
| amended Sub-Regulation 8.17 to further clarify the powers of directors and the chairman
of a meeting of shareholders to preside at a meeting of shareholders. |
| updated and combined previous Sub-Regulations 8.21 and 8.22 into new Sub-Regulation 8.19
specifying the procedures by which non-individual shareholders may appoint representatives
to represent them at a meeting of shareholders. |
| amended Sub-Regulation 10.3 to clarify the requirements for shareholders to submit
director nominations for special meetings at which directors are to be elected. |
On April 14, 2011, one of the Company’s subsidiaries was notified that the South African Competition Commission (the “Commission”) has decided to refer a complaint against various freight forwarding companies, including such subsidiary, to the South African Competition Tribunal (the “Tribunal”) for adjudication. The Commission’s complaint stems from its previously disclosed investigation into alleged anti-competitive behavior by a number of freight forwarders and alleges infringements of South African competition law with respect to certain surcharges and fees.
Once the Commission actually refers the complaint to the Tribunal, each respondent will have, among other things, an opportunity to reply in writing to the Commission’s complaint, setting out the facts known to it which are relevant to its defense. After reviewing each such response and any replies thereto by the Commission, the Tribunal will hold a hearing on the merits of the complaint and the respondents’ defenses thereto. Any adverse determination by the Tribunal against a particular respondent could result in an administrative penalty in an amount up to 10% of such respondent’s annual revenue.
The Company’s subsidiary intends to respond to the Commission in due course after it has received and had an opportunity to evaluate the complaint.
Exhibit | Description | |||
3.1 | Amended and Restated Memorandum of Association |
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3.2 | Amended and Restated Articles of Association |
UTi Worldwide Inc. |
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Date: April 18, 2011 | By: | /s/ Lance E. DAmico | ||
Lance E. DAmico | ||||
Senior Vice President, Enterprise Support Services & General Counsel | ||||
Exhibit | Description | |||
3.1 | Amended and Restated Memorandum of Association |
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3.2 | Amended and Restated Articles of Association |