art8k121507bylaws.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 14,
2007
Arrhythmia
Research Technology, Inc.
(Exact
name of issuer as specified in its charter)
|
Delaware
(State
or other jurisdiction of Incorporation
or
organization)
|
1-9731
(Commission
File Number)
|
72-0925679
(I.R.S.
Employer Identification
Number)
|
25
Sawyer
Passway
Fitchburg,
MA 01420
(Address
of principal executive offices and zip code)
(978)
345-5000
(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 (see General Instruction A.2. below):
[ ] 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.
Effective
December 14, 2007, the Board
of Directors of Arrhythmia Research Technology, Inc. (the “Corporation”) adopted
Amended and Restated By-laws (the “By-laws”). The amendment of the
By-laws was undertaken to comply with American Stock Exchange (the “AMEX”)
listing standards requiring all securities listed on the AMEX to be eligible
for
the Direct Registration System by January 1, 2008, and, among other things,
to
update the By-laws regarding electronic notices and meetings. The
purpose and effect of the principal amendments to the existing By-laws is
briefly summarized below. The summary of the amendments made to the
existing By-laws of the Corporation is not intended to be complete and is
qualified in its entirety to the Amended and Restated By-laws, attached as
Exhibit 3.2 to this Current Report on Form 8-K.
Section
1B of Article II has been revised to delete the provisions relating to the
ability of a majority of the stockholders to convene a special meeting on
advance notice of business and Section 1C of Article II of the Bylaws has been
amended to provide, in a new Section 2, that to be properly brought before
an
annual meeting by a stockholder, advance notice of business to be transacted
at
an annual meeting of stockholders must be provided not earlier than 120 days
and
not later than the 90th day prior
to the
anniversary of the previous year’s annual meeting; provided, however, that for
the annual meeting of stockholders in 2008, a stockholder’s notice must be
received not later than the close of business on January 5, 2008. In
addition, the section as amended requires certain additional information as
to
the proposal, in addition to information required under the prior Section 1B
and
that a stockholder must also comply with all applicable requirements of the
Securities Exchange Act with respect to any proposed business. The
By-laws previously provided for notice not later than the 90th day prior
to the
anniversary of the previous year’s annual meeting.
Section
3 of Article II, previously section 2, has been modified to permit remote
communication as an alternative to a special or annual meeting held in a
designated place.
Section
4 of Article II, previously section 3, has been modified to provide for
electronic transmission in addition to written notice not less than 10 nor
more
than 60 days of a stockholder meeting and to provide that the notice of meeting
will include the means of remote communications, if any by which a stockholder
may be deemed present in person and vote. Section 10 of Article II
has been conformed to permit stockholders to vote by remote communication,
if
applicable.
Section
5 of Article II, previously section 4, has been modified to clarify and expand
upon the establishment of record dates in connection with meetings and
dividends, to specify that the record date may not precede the date of the
Board’s resolution and the establishment of a record date if no record date has
been set by Board resolution.
Section
6 of Article II, previously section 5, has been modified to provide that the
Secretary shall prepare, prior to each meeting of stockholders, rather than
prior to elections of directors, a list of stockholders entitled to vote at
the
meeting.
Section
11 of Article II, previously section 10, has been modified to provide that
stockholder action may be taken without a meeting, by written consent if signed
by holders of outstanding stock having not less than a minimum number of votes
necessary to authorize the action at a meeting of stockholders. The
By-laws previously required unanimous written consent for action by stockholders
without a meeting.
Section
2A of Article III has been modified by the deletion of the restriction on the
size of the Board of Directors. The By-laws previously permitted not
less than 2 or more than 6 directors.
Section
3 of Article III has been added to replace Section D of Article II to provide
an
advance notice requirement for director nominations by stockholders similar
to
that for stockholder proposals in modified Section 2 of Article II in lieu
of
notice 90 days prior to a stockholder meeting and to provide that a stockholder
must also comply with applicable requirements of the Securities Exchange Act
and
that the nomination may be disregarded if the stockholder does not appear at
the
meeting to present the nomination.
Section
4 of Article III, renumbered section 5, has been modified to remove the
requirement that election of directors be conducted by 3 judges appointed by
the
Board.
Section
8 of Article III, renumbered section 6D, has been modified to permit special
meetings of the directors to be called by the chairman, the president or a
majority of the directors orally, in writing, by telephone, facsimile, telegraph
or telex, or electronic mail or other electronic means at least 24 hours prior
to the meeting, rather than 48 hours in advance of the meeting personally,
by
mail or telegram by the president or two directors.
Section
12 of Article III, renumbered section 6H, has been modified to clarify that
directors may receive reimbursement for expenses and compensation for attendance
at regular and special meetings of the board or committees as approved by the
Board of Directors. The provision previously provided for
reimbursement for expenses and a regular sum for each meeting or stated salary
fixed by the directors.
Section
13 of Article III, renumbered as section 6I, has been modified to permit action
by written consent by Directors by electronic transmission in addition to in
writing.
Section
1 of Article IV has been modified to permit notices to directors by means of
facsimile or electronic transmission or orally in addition to the previously
permitted written notice and notices to stockholders by means of electronic
transmission consented to by the stockholder as permitted by and subject to
the
requirements of Delaware General Corporation Law. In addition,
provisions relating to the definition of electronic transmission, notices to
stockholders sharing the same address and exceptions to notice requirements
have
been added.
Section
2 of Article IV relating to waivers of notice has been modified to permit
waivers of notice via electronic transmission and to provide that attendance
at
a meeting shall constitute a waiver of notice except if attendance is for the
express purpose of objecting to transaction of business on the ground that
the
meeting was not lawfully called or convened.
Section
8 of Article V has been modified to clarify that the President presides at
meetings of stockholders and Board of Directors in the event the Chairman is
absent and to provide that the President shall serve as chief executive officer
of the Corporation unless some other person has been so elected.
Section
10 of Article V has been added to provide for the office of Chief Financial
Officer whose duties are to keep the books of account of the Corporation and
render statements of financial affairs of the Corporation.
The
previous section 12 of Article V as to appointment of a Clerk and/or assistant
clerk has been deleted.
Section
13 of Article V has been modified to clarify that the chief operating officer
has general management and control of the day to day business operations, rather
than general supervision and control of the business, and to provide that he
shall consult with and report to the Chief Executive Officer rather than the
Board of Directors.
Article
VIII has been modified to permit the issuance of the Corporation’s stock in
uncertificated form, as required by the American Stock
Exchange. Prior to the amendment, the By-laws permitted the issuance
of certificated stock only.
Item 9.01 Financial
Statements and
Exhibits.
(d) Exhibits.
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, thereunto
duly authorized, in the City of Fitchburg, Commonwealth of Massachusetts, on
the 19th day of December, 2007.
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ARRHYTHMIA
RESEARCH TECHNOLOGY, INC.
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By: /s/
David A. Garrison
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Executive
Vice President and
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Exhibit
Index