-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jfx2Yz04ePSGiZXz9Wk8vAwp3tXPlGmgeAOx35ZMuUMHcriRSAsiG9oxHuaWOwgY KSZCuSpuIf00wDpEgqmGZw== 0000930413-07-006106.txt : 20070719 0000930413-07-006106.hdr.sgml : 20070719 20070719160821 ACCESSION NUMBER: 0000930413-07-006106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070712 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070719 DATE AS OF CHANGE: 20070719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08546 FILM NUMBER: 07989335 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 8-K 1 c49490_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) July 12, 2007 (July 12, 2007) ----------------------------------------------- SYMS CORP - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New Jersey - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8546 22-2465228 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) Syms Way, Secaucus, New Jersey 07094 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 902-9600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17CFR 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. On July 12, 2007, the Board of Directors of Syms Corp (the "Company") adopted an amendment (the "Amendment") to Sections 6 and 7 of Article IX of the Company's By-Laws. The full text of the Amendment is set forth in annexed Exhibit 3(ii) and the following description is qualified by reference to the full text of the Amendment. The By-Laws previously stated that the Chairman of the Board shall be the chief executive officer and the chief operating officer of the Company and the President shall assist the Chairman. In general, the Amendment was designed to make the Company's By-Laws conform to the Company's operating practice by providing that the Chairman is not automatically the chief operating officer and that the President, and not the Chairman of the Board, will be the chief executive officer of the Company unless the Board has designated the Chairman to serve in such capacity and that. The Board has made no such designation. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 3(ii) Amendment to the By-Laws SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYMS CORP By: /s/ Antone F. Moreira ____________________________ Name: Antone F. Moreira Title: Vice President, Chief Financial Officer Date: July 18, 2007 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 3(ii) Amendment to By-Laws EX-3.II 2 c49490_ex3ii.txt Exhibit 3(ii) Amendment to the By-Laws Sections 6 and 7 of Article IX of the Company's By-Laws have been deleted and the following provisions inserted in lieu thereof: "CHAIRMAN OF THE BOARD Section 6. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors and shall have such additional authority, if any, as the Board of Directors may designate by duly adopted resolutions from time to time. THE PRESIDENT Section 7. Unless the Board of Directors shall have designated the Chairman, if any, as the chief executive officer of the Corporation, the President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the control of the Board of Directors and the right of the Board to delegate any specific powers, except such as may be by conferred on the President, to any other officer or officers of the Corporation. The President shall be EX-OFFICIO a member of all committees and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to the President by the Board or the Chairman, if the Chairman shall be designated the chief executive officer. The President may execute bonds, mortgages and other contracts and other instruments on behalf of the Corporation, under the seal of the Corporation or otherwise, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation." -----END PRIVACY-ENHANCED MESSAGE-----