forest8kmar09.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
March
2, 2009
Date of
report (date of earliest event reported)
FOREST LABORATORIES,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation or organization)
|
1-5438
(Commission
File Number)
|
11-1798614
(I.R.S.
Employer Identification Number)
|
|
|
|
|
|
909
Third Avenue
New
York, New York
(Address
of principal executive offices)
|
|
10022-4731
(Zip
code)
|
(212)
421-7850
(Registrant's telephone number,
including area code)
None
(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:
[ ] 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 (17CFR
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.
Effective
March 2, 2009, the Board of Directors amended the Company’s Bylaws to implement
a majority voting policy for director elections. As amended, the
Bylaws provide for a director nominee to be elected to the Board if the votes
cast for such nominee’s election exceed the votes cast against such nominee’s
election (unless the Company has received due notice that a stockholder has
nominated a person for election to the Board of Directors with respect to a
meeting of stockholders, which nomination has not been withdrawn on or before
the tenth day the Company first mails its notice of such meeting to
stockholders, in which case the directors will be elected by a plurality of the
votes cast at such meeting). The Board of Directors will only appoint
or nominate an individual to serve on the Board of Directors who has agreed to
tender a resignation which will only become effective if such individual fails
to achieve the requisite stockholder vote at the next meeting of stockholders at
which an election of directors is held. The Company’s Corporate
Governance Committee and Board of Directors reserve the right to accept or
reject any such resignation based upon any factors they deem relevant to such
determination.
The
foregoing description of the amendments to the Company’s Bylaws is qualified in
its entirety by reference to the full text of the amendments to the Bylaws, a
copy of which is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished
herewith:
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Exhibit
No.
|
Description
|
|
|
|
|
3.1
|
Bylaws
of Forest Laboratories, Inc., as
amended.
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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 thereunto
duly authorized.
Date: March
5, 2009
Forest Laboratories,
Inc.
(Registrant)
/s/Francis I. Perier,
Jr.
Francis
I. Perier, Jr.
Senior
Vice President - Finance and
Chief
Financial Officer
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
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3.1
|
Bylaws
of Forest Laboratories, Inc., as
amended.
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