Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - BARD C R INC /NJ/ | d611888dex31.htm |
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): October 9, 2013
C. R. BARD, INC.
(Exact Name of Registrant as Specified in Charter)
| New Jersey | 001-6926 | 22-1454160 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| 730 Central Avenue Murray Hill, New Jersey |
07974 | |
| (Address of Principal Executive Office) | (Zip Code) |
(908) 277-8000
(Registrant’s Telephone Number, Including Area Code)
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; Change in Fiscal Year.
(a) On October 9, 2013, the Board of Directors of the Company amended the Company’s By-Laws, effective as of October 9, 2013, to: (i) grant to the person presiding at a meeting of shareholders the authority to adjourn all or a portion of a meeting of shareholders if such person reasonably believes that adjournment is in the best interest of the Company and the shareholders; and (ii) to disqualify director candidates who are party to special compensation arrangements with third parties other than the Company where such arrangements were entered into in connection with such person’s candidacy or service as a director.
The description set forth above regarding the Company’s revised By-Laws 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 filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-Laws of C. R. Bard, Inc., effective as of October 9, 2013. | |
SIGNATURE
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.
| C. R. BARD, INC. | ||||
| (Registrant) | ||||
| Date: October 15, 2013 | /s/ Peter M. Kreindler | |||
| Peter M. Kreindler Senior Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-Laws of C. R. Bard, Inc., effective as of October 9, 2013. | |