M & F Worldwide Corp - Current report filing (8-K)
28 12월 2007 - 6:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
December 26, 2007
M
& F WORLDWIDE CORP.
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
of Incorporation
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(Commission File
Number)
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(IRS Employer
Identification No.)
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35
East 62nd Street, New York, New York 10065
(Address of Principal Executive Offices) (Zip Code)
212-572-8600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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 (
see
General
Instruction A.2. below):
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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o
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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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Item
5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On and effective as of December 26, 2007, the Board of Directors of the
Company amended the Company’s By-laws as described below.
The By-laws were amended to allow for the issuance of uncertificated
shares. This amendment makes the Company’s shares eligible for inclusion in the
Direct Registration System, as required by Rule 501.00 of the New York Stock
Exchange’s Listed Company Manual, which allows investors to have securities
registered in their names without the issuance of physical certificates and allows
investors to electronically transfer securities to broker-dealers in order to effect
transactions without the risks and delays associated with transferring physical
certificates.
The By-laws were also amended to facilitate the transaction of corporate
business by means of facsimile, e-mail, teleconference, video conference and other
electronic means, including:
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to permit meetings of stockholders to occur by means of
remote communication and to permit notices of shareholder meetings to be
given by such means or by other electronic means as permitted under the
General Corporation Law of the State of Delaware;
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to permit notice of Board meetings to be given by various
electronic means and to permit actions by the Board to be taken by
facsimile or other means of electronic communication; and
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to permit the Company to keep its records by means of any
information storage device or method, provided that the records so kept can
be converted into clearly legible paper form within a reasonable time at
the request of any person entitled to inspect such records under applicable
law.
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The By-law provisions relating to inspectors of shareholder meetings
were also amended to require the Board to appoint two inspectors for each meeting of
shareholders.
This description of the amendments to the Company’s By-laws is
qualified in its entirety by reference to the copy of the By-laws, as amended, which is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item
9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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3.1
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By-laws, as amended effective December 26, 2007
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2
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.
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M & F WORLDWIDE CORP.
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By:
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/s/ Barry F. Schwartz
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Name: Barry F. Schwartz
Title: Acting Chief Executive
Officer
and
General Counsel
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Date:
December 27, 2007
3
INDEX TO EXHIBITS
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Exhibit Number
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Description
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Exhibit 3.1
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By-Laws, as amended effective December 26, 2007
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