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EX-3.1 - EXHIBIT 3.1 - Avanos Medical, Inc.avnsform8k_103018xex31.htm


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: October 25, 2018
(Date of earliest event reported)
 
avanoslogo.jpg
Avanos Medical, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-36440
46-4987888
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
 
 
 
5405 Windward Parkway
Suite 100 South
Alpharetta, Georgia
 
30004
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (678) 425-9273

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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 5.03    Amendments to Articles of Incorporation or Bylaws
On October 25, 2018, the Board of Directors of Avanos Medical, Inc. (the “Company”) amended and restated Article I, Section 1.1 of the Company’s amended and restated bylaws to read as follows: “Section 1.1 Delaware Office. The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”
Item 9.01    Financial Statements and Exhibits
(d)
Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.







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.
    
 
 
 
AVANOS MEDICAL, INC.
 
 
 
 
 
Date:
October 30, 2018
 
By:
/s/ S. Ross Mansbach
 
 
 
 
S. Ross Mansbach
Vice President, Deputy General Counsel and Corporate Secretary