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Nevada
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1-16071
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74-2584033
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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adding
a provision specifying that a stockholder notice (“Stockholder Notice”)
must contain the following
information:
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¨
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whether
the stockholder is providing the notice at the request of a beneficial
owner of shares;
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¨
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a
description of all equity securities of the Company beneficially owned by
the stockholder and any beneficial
owner;
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¨
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any
proxy or other arrangement relating to voting of
shares;
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¨
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whether
and the extent to which any hedging, derivative or other transaction is in
place or has been entered into by or for the benefit of such stockholder
or beneficial owner with respect to the Company, which allows the
stockholder or beneficial owner to profit or share in the profit from an
increase or decrease in the value of the shares of the
Company;
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¨
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any
other information relating to such stockholder and beneficial owner
required to be disclosed in a proxy statement or other filings required to
be made in connection with the solicitation of proxies in a contested
election under Section 14 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”);
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¨
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if
the notice relates to business other than a nomination, set forth a brief
description of the business to be brought before the meeting, the reasons
for it and any material interest of such stockholder or beneficial owner
in it and any agreements with any other persons with respect to the
proposal of such business;
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¨
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adding
a provision specifying that any Stockholder Notice relating to the
nomination of directors must also contain (i) the information
regarding each nominee required by the Exchange Act and
(ii) information as to compensation and other material arrangements
between such stockholder or beneficial owner and their affiliates, on the
one hand, and each proposed nominee and their affiliates, on the
other.
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·
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adding
a provision specifying that any proposed nominee provide the Company with
a written questionnaire with respect to the background and qualification
of such person and a written representation and agreement that such person
is not and will not become a party to any agreement as to (1) how such a
person will vote on a particular matter upon becoming a director (a
“Voting Commitment”) that has not been disclosed to the Company or any
Voting Commitment that could limit or interfere with such person’s ability
to comply with his or her fiduciary duties, (2) is not a party to any
agreement with respect to any compensation with any party other than the
Company that has not been disclosed and (3) would be in compliance, if
elected, and will comply with all applicable Company
policies. The Company may also require such person to furnish
such other information as the Company may reasonably require to determine
whether the nominee would be considered “independent” as a director under
the various rules and standards applicable to the
Company.
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The
foregoing summary of the additions to the Bylaws is qualified in its
entirety by reference to, and should be read in conjunction with, the
complete text of the Company’s Amended and Restated Bylaws, effective
November 12, 2008, filed as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated by reference into this
Item 5.03.
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(d)
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Exhibits
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3.1
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Amended
and Restated Bylaws, effective November 12,
2008.
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