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): April 20, 2009
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-8351
|
|
31-0791746
|
|
(State
or other jurisdiction
|
|
(Commission
File Number)
|
|
(IRS
Employer
|
|
of
incorporation)
|
|
|
|
Identification
Number)
|
2600
Chemed Center
255
East 5th
Street
Cincinnati,
OH 45202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (513)
762-6900
(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:
|
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))
|
ITEM
5.03. AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On April 16, 2009, the Board of
Directors (the “Board”) of Chemed Corporation (“Chemed”) approved an amendment
of the Bylaws of Chemed (the “Bylaws”), which was effective immediately upon
approval.
Article I, Section 1.02 of the former
Bylaws provided for an annual meeting of stockholders on the third Monday of May
in each calendar year or, if such day was a holiday, on the next day
following that was not a holiday. As amended, such section states
that an annual meeting of stockholders shall be held (i) on the third Monday of
May in each calendar year or, if such day is a holiday, on the next day
following that is not a holiday or (ii) on such other date in such year as the
Board shall determine.
In addition, Article I, Sections 1.04
and 1.05 and Article VII, Section 7.03 were amended to conform with Delaware law
and to, respectively, (i) provide that notice of stockholder meetings shall be
given to each stockholder entitled to vote thereat not less than ten nor more
than sixty days before the meeting date (where the former Bylaws provided for a
period of not less than ten nor more than fifty days), (ii) provide that the
list of stockholders entitled to vote at a meeting shall be open to stockholder
examination on a reasonably accessible electronic network or during ordinary
business hours at Chemed’s principal place of business (where the former Bylaws
provided that such examination should occur at a specified place within the city
where the meeting would be held or, if not specified, at the meeting place) and
(iii) add a provision stating that the record date for a stockholder meeting
shall be set by the Board, shall not precede the date upon which the resolution
fixing the record date is adopted by the Board and shall not be more than sixty
nor less than ten days before the date of such meeting.
Furthermore, Article IV, Section 4.01
was amended to provide that the minimum number of directors on any committee
shall be one, rather than two, directors, and Article VII, Section 7.01 was
amended to entitle each stockholder to a certificate representing the shares of
stock he or she owns (where the former Bylaws allowed for uncertificated
evidence of ownership).
Finally,
Article III, Section 3.03; Article V, Sections 5.01, 5.04, 5.05, 5.07 and 5.08;
Article VI, Section 6.01 and Article VII, Section 7.01 were amended to reflect
the fact that the position of executive Chairman (the “Executive Chairman”) in
Chemed’s executive structure has been replaced by the position of Chief
Executive Officer. Accordingly, in these sections, which list the
officers of Chemed and govern the assignment of duties to, and the acceptance of
resignations from, Chemed officers, the entry of contracts and the delivery of
instruments (including stock certificates) on behalf of Chemed, the calling of
special meetings of the Board and the scope of the duties of Chemed’s President,
references to the Executive Chairman were replaced by references to the Chief
Executive Officer. Related amendments to the Bylaws delineate the
responsibilities of the Chairman of the Board (the “Chairman”), the Chief
Executive Officer and the President. Specifically, Article I, Section 1.03;
Article II, Section 2.04; Article III, Section 3.03 and Article IV, Section 4.04
provide that, instead of the Executive Chairman, both the Chairman and the Chief
Executive Officer are among the individuals that may call special meetings of
stockholders and accept resignations of Board and Board committee members and
that are required to call a special meeting of the Board upon the written
request of any two directors. In addition, Article II, Section 2.06 and Article
V, Section 5.03 were amended to provide that the Chairman (rather than the
Executive Chairman) will preside at stockholder and Board meetings, and that the
Chief Executive Officer will preside over such meetings in the absence of the
Chairman.
The foregoing description of the
changes to the Bylaws does not purport to be complete and is qualified in
its entirety by reference to the full text of the Bylaws, as amended, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
ITEM
8.01. OTHER
EVENTS
At the Board meeting on April 16, 2009,
the Board adopted a resolution reducing the size of the Board from 12 to 11
directors.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
3.1 By-Laws
of Chemed, as amended through April 16, 2009
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.
| |
CHEMED
CORPORATION |
|
| |
|
|
|
|
Dated: April
20, 2009
|
|
/s/ Arthur
V. Tucker, Jr. |
|
| |
|
Name: Arthur
V. Tucker, Jr. |
|
| |
|
Title:
Vice President and Controller |
|
| |
|
|
|
Exhibit
Number Description
Exhibit
3.1 By-Laws
of Chemed, as amended through April 16, 2009