(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

Amended Article II, Section 10 to clarify that stockholders may “examine” rather than “inspect” the Company’s stocklist during an annual meeting of stockholders.

Amended Article II, Section 15 to (i) clarify that a stockholder who intends to present a business proposal (other than a proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934) for stockholder approval at an annual meeting of stockholders must comply with the submission deadline and other requirements of Section 15; and (ii) add a requirement that the stockholder and beneficial owner (if any) wishing to present a business proposal provide certain disclosures on whether he or she intends to solicit proxies in favor of such proposal.

Amended Article II, Section 16 to (i) clarify that a stockholder who intends to present a nominee for director election at an annual meeting of stockholders must comply with the submission deadline and other requirements of Section 16; and (ii) add a requirement that the stockholder and beneficial owner (if any) proposing a nominee provide certain disclosures on whether he or she intends to solicit proxies in favor of such nominee.

Amended Article II, Sections 15 and 16 to supplement the requirements a stockholder must satisfy to present a business proposal (in the case of Section 15) or to present a nominee for director election (in the case of Section 16) at a stockholder meeting. Among other changes, these amendments (i) require a stockholder to disclose certain types of rights, interests and securities that are owned by the stockholder or the beneficial owner on whose behalf the stockholder is making a proposal or director nomination, including (among other items) any derivative instrument that allow such person to profit from a change in the Company’s stock value, any agreement or arrangement that enables such person to vote shares of Company stock, any short interest in the Company’s securities and any right to dividends payable on shares of Company stock; and (ii) require the stockholder and beneficial owner (if any) to update this ownership information as of the record date for the stockholder meeting.

Amended Article IV, Section 6 to clarify that the Chief Executive Officer’s managerial power is subject to the control of the Board of Directors.

Amended Article VIII, Section 4 to specify that, if a present or former director or officer brings an action against the Company to obtain indemnification for expenses or losses incurred as a result of his or her service to the Company, then the Company must bear the burden of proving that the director or officer is not entitled to indemnification in such action.

Amended Article VIII, Section 5 to provide that (i) a present or former director or officer may bring an action against the Company in the Delaware Court of Chancery to obtain an advancement of litigation expenses in a suit brought against such person if the Company has not paid such expenses within sixty days of a request for advancement; (ii) the Company bears the burden of proving such person is not entitled to advancement; (iii) the Company must indemnify such person for expenses incurred in the suit against the Company if such person successfully obtains advancement; and (iv) the Company may bring suit to recover expenses that are advanced to a present or former director or officer if the Company successfully carries the burden of establishing that such person is not entitled to be indemnified for those expenses under the By-Laws.

  3.2

99.1

Exhibit No.

Description

  3.2

99.1