-----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, VZ2DnEIYdrcMJUstErrBPNz6KNXlP7ax33rt4mLmDwmuKe6J4hDbqf042OXQPyb3 3DcWvQOVr8fn70lPJETQNw== 0000920527-05-000065.txt : 20050831 0000920527-05-000065.hdr.sgml : 20050831 20050831164425 ACCESSION NUMBER: 0000920527-05-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050826 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050831 DATE AS OF CHANGE: 20050831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSS WORLD MEDICAL INC CENTRAL INDEX KEY: 0000920527 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 592280364 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23832 FILM NUMBER: 051062243 BUSINESS ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 BUSINESS PHONE: 9043323000 MAIL ADDRESS: STREET 1: 4345 SOUTHPOINT BLVD STREET 2: STE 250 CITY: JACKSONVILLE STATE: FL ZIP: 32216 FORMER COMPANY: FORMER CONFORMED NAME: PHYSICIAN SALES & SERVICE INC /FL/ DATE OF NAME CHANGE: 19940318 8-K 1 form8kbdevents.htm FORM 8K BD EVENTS

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

Date of Report (Date of earliest event reported): August 26, 2005

PSS WORLD MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

Commission File Number: 0-23832

Florida

59-2280364

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification Number)

 

 

4345 Southpoint Blvd.

 

Jacksonville, Florida

32216

(Address of principal executive offices)

(Zip code)

 

 

 

 

Registrant’s telephone number, including area code

(904) 332-3000

 

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

On August 25, 2005, the Compensation Committee of the Board of Directors approved increases to the base salaries for fiscal year 2006 of the Company’s executive officers who were named in the Summary Compensation Table of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on August 1, 2005 (“2005 Proxy Statement”) and who are expected to be named in the Summary Compensation Table of the Company’s 2006 Proxy Statement (the “named executive officers”). The base salaries for fiscal year 2006 for the following named executive officers have been set as follows: David A. Smith - $650,000; Gary A. Corless - $340,683; David M. Bronson - $326,781; John F. Sasen - $326,180; Kevin P. English - $218,889.

As disclosed in the Company’s 2005 Proxy Statement under the heading “Director Compensation,” non-employee directors receive an annual retainer of $80,000. On August 26, 2005, the Board of Directors approved an increase of $10,000 to the annual retainer for the chairman of the Audit Committee.

Item 3.03

Material Modification to Rights of Security Holders.  

On August 26, 2005, the Board of Directors of the Company, in accordance with Article VIII of the Amended and Restated Bylaws (the “Bylaws”), approved amendments to the Bylaws to set forth advance notice provisions for shareholder proposals and shareholder nominations at shareholder meetings, as well as set forth certain notice requirements and procedural matters for shareholder meetings. The amendments are effective as of August 26, 2005.

The amendments to Article I, Section 4 of the Bylaws will permit the Company to give notice of shareholder meetings by a wide variety of means as permitted by Florida law, including orally, by electronic transmission and through various forms of mail. In addition, the amendments to Article I, Section 4 of the Bylaws allow the Company, as permitted by Florida law, to refrain from sending notice to a shareholder that has moved and has not left a forwarding address and, under certain circumstances, to send a single notice to a household where multiple shareholders of the Company reside.

The amendments to Article I, Section 12 of the Bylaws set forth who may bring business before a shareholders meeting and the manner and timing for bringing matters before a shareholders meeting. Specifically Article I, Section 12 of the Bylaws provides that either the Board of Directors or any shareholder of the Company who is a shareholder of record at the time of giving of notice and is entitled to vote at the meeting may bring a matter before a shareholders meeting; provided, that, in the case of a shareholder, the shareholder complies with the timing and manner requirements of Article I, Section 12 of the Bylaws. With respect to the timing requirements for giving notice by a shareholder, Article I, Section 12 of the Bylaws provides that a shareholder must deliver the notice to, or mail the notice that is received at, the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by a shareholder must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. A shareholder’s notice must state (a) as to each matter the shareholder proposes to bring before the annual meeting, a description of the business desired to be brought before the meeting and the reasons for bringing such business before the meeting, and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the records of the Company, of such shareholder, (ii) the class or series and number of shares of capital stock of the Company which are beneficially owned by such shareholder, (iii) any material interest of such shareholder in such business and (iv) the names and addresses of any other shareholders known by such shareholder to be supporting such business.

The amendments to Article I, Section 13 of the Bylaws provide that the Chairman of the Board of Directors will be the chairman of any shareholders meeting and, if the Chairman of the Board of Directors in not in attendance at a shareholders meeting then the Chief Executive Officer will be the chairman of such shareholders meeting. In addition, the amendments provide that the chairman of a shareholders meeting has general authority to adopt rules and procedures for the conduct of the meeting.

The amendments to Article II, Section 14 set forth who may nominate candidates for election as directors of the Company at a shareholders meeting and the manner and timing for bringing such nominations before a shareholders meeting. Specifically Article II, Section 14 of the Bylaws provides that either the Board of Directors or any shareholder of the Company who is a shareholder of record at the time of giving of notice and is entitled to vote at the meeting may bring a matter before a shareholders meeting; provided, that, in the case of a shareholder, the shareholder complies with the timing and manner requirements of Article II, Section 14 of the Bylaws. With respect to the timing requirements for making a nomination by a shareholder, Article II, Section 14 of the Bylaws provides that a shareholder must deliver a notice to, or mail a notice that is received at, the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, or in the event directors are to be elected at a special meeting, notice by a shareholder must be so delivered not earlier than the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. A shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, information relating to such person similar in substance to that required to be disclosed in solicitations of proxies for election of directors pursuant to Items 7(a) and (b) of Regulation 14A under the Securities Exchange Act of 1934, as amended, and such person’s written consent to being named as a nominee and to serving as a director if elected, and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the Company’s books, of such shareholder, and (ii) the class or series and number of shares of the Company which are owned of record or beneficially by such shareholder.

 

 

 

 

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.  

As disclosed in the Company’s 2005 Proxy Statement under the heading “Proposal One – Election of Directors”, Charles R. Scott has retired as a director of the Company effective August 26, 2005.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.  

Please see the description under Item 3.03 of this Form 8-K for a description of amendments to the Company’s Amended and Restated Bylaws.

 

Item 9.01

Financial Statements and Exhibits.  

 

 

 

(a)

Not Applicable.

 

 

 

(b)

Not Applicable.

 

 

 

(c)

Exhibits:

 

 

Exhibit
Number

 

Description

 

 

 

 

99.1

Amendment No. 1 to the Amended and Restated Bylaws dated as of March 15, 1994.

 

 

 

 

 

 

 

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.

 

Date: August 31, 2005

PSS WORLD MEDICAL, INC.

 

By: /s/ David M. Bronson

 

Name:

David M. Bronson

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

 

99.1

 

Amendment No. 1 to the Amended and Restated Bylaws, dated as of March 15,1994.

 

 

 

 

 

 

 

 EX-99 2 ex99amend.htm BYLAW AMENDMENT

Exhibit 99.1

 

AMENDMENT NO 1. TO AMENDED AND RESTATED BYLAWS

 

Article I. Meetings of Shareholders

Section 4.           Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally, first class mail or as is otherwise permitted by law (except as permitted by law).

Section 12.       Actions to be Taken at an Annual Meeting of Shareholders. At an annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 12, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 12.

For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety days nor more than one hundred twenty days prior to the first anniversary of the preceding year’s annual meeting; provided, however, in the event the date of the annual meeting is advanced by more than thirty days or delayed by more than sixty days from such anniversary date, notice by a shareholder must be so delivered not earlier than the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. For purposes of this Section 12, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

Any such shareholder’s notice to the Secretary shall set forth, (a) as to each matter the shareholder proposes to bring before the annual meeting, a description of the business desired to be brought before the meeting and the reasons for bringing such business before the meeting, and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the records of the Corporation, of such shareholder, (ii) the class or series and number of shares of capital stock of the Corporation which are beneficially owned by such shareholder, (iii) any material interest of such shareholder in such business and (iv) the names and addresses of any other shareholders known by such shareholder to be supporting such business.

Notwithstanding anything in these Amended and Restated Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 12; provided, that nothing in this Section 12 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended. The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 12, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding this Section 12, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 12.

Section 13.         Conduct of Meeting and Order of Business. Unless determined otherwise by the Board of Directors, the Chairman of the Board or, in the absence of the Chairman of the Board, the Chief Executive Officer shall act as chairman at all meetings of shareholders and the Secretary of the Corporation shall act as secretary at all meetings of shareholders. The chairman of the meeting shall have the right and authority to determine and maintain the rules, regulations and procedures for the proper conduct of the meeting, including but not limited to restricting entry to the meeting after it has commenced, maintaining order and the safety of those in attendance, opening and closing the polls for voting, dismissing business not properly submitted, and limiting time allowed for discussion of the business of the meeting.

 

Article II. Directors

Section 14.         Nominations for Election of Directors. Only persons who are nominated in accordance with the provisions set forth in these Amended and Restated Bylaws shall be eligible to be elected as directors at a meeting of shareholders and to serve thereafter as directors. Nominations of persons for election to the Board of Directors may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 14, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 14.

 

 

Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety days nor more than one hundred twenty days prior to the first anniversary of the preceding year’s annual meeting; provided, however, in the event the date of the annual meeting is advanced by more than thirty days or delayed by more than sixty days from such anniversary date, or in the event directors are to be elected at a special meeting, notice by a shareholder must be so delivered not earlier than the one hundred twentieth day prior to such meeting and not later than the close of business on the later of the ninetieth day prior to such meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. For this purpose, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended.

Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, information relating to such person similar in substance to that required to be disclosed in solicitations of proxies for election of directors pursuant to Items 7(a) and (b) of Regulation 14A under the Securities Exchange Act of 1934, as amended, and such person’s written consent to being named as a nominee and to serving as a director if elected, and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the Corporation’s books, of such shareholder, and (ii) the class or series and number of shares of the Corporation which are owned of record or beneficially by such shareholder. At the request of the Board of Directors, any person nominated by the Board for election as a director shall furnish to the Secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions prescribed by these Amended and Restated Bylaws and, if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

The foregoing provisions of this Section 14 shall not apply to any director who is nominated and elected under specified circumstances by holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation. In no event shall the adjournment or postponement of a special or annual meeting, or setting a new record date, commence a new time period for the giving of a stockholder’s notice as described above.

 

 

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