View:
================================================================================
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): December 18, 2007
-----------
Conn's, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50421 06-1672840
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3295 College Street
Beaumont, Texas 77701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (409) 832-1696
-----------
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:
[_] 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
Our Board of Directors amended Article 7 of the our Bylaws, effective as
of December 18, 2007, to allow us to issue uncertificated shares in addition to
certificated shares. By being able to issue uncertificated shares, we may now
participate in the Direct Registration System, which is currently administered
by The Depository Trust Company. The Direct Registration System 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 full text of the amendment to the Bylaws, is filed as Exhibit 3.1 to
this Current Report, and amended Article IV thereof is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1 Amendment to Bylaws
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 hereunto duly authorized.
CONN'S, INC.
Date: December 18, 2007 By: /s/ David L. Rogers
----------------------------------------
Name: David L. Rogers
Title: Chief Financial Officer
AMENDMENT TO THE
BYLAWS
OF
CONN'S, INC.
The Bylaws (the "Bylaws") of Conn's, Inc., a Delaware
corporation, are hereby amended in the following respects only:
Sections 7.1, 7.2 and 7.4 of the Bylaws are hereby amended and
restated to read in their entirety as follows:
"Section 7.1 Certificated and Uncertificated Shares. The shares of
stock of the Corporation shall be represented by certificates of stock;
provided, however, that the Board of Directors may provide by resolution
or resolutions that some or all of any or all classes or series of the
Corporation's stock shall be uncertificated shares; provided, further,
that any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon
request, every holder of uncertificated shares shall be entitled to have a
certificate signed by the Chairman or Vice Chairman of the Board of
Directors or the President, a Vice President or other officer designated
by the Board of Directors, countersigned by the Treasurer or the Secretary
or an Assistant Treasurer or an Assistant Secretary. Such signature of the
Chairman or Vice Chairman of the Board, President, Vice President, or
other officer, such countersignature of the Treasurer or Secretary or
Assistant Treasurer or Assistant Secretary, and such seal, or any of them,
may be executed in facsimile, engraved or printed. In case any officer who
has signed or whose facsimile signature has been placed upon any share
certificate shall have ceased to be such officer because of death,
resignation or otherwise before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not
ceased to be such at the date of its issue. Said certificates of stock
shall be in such form as the Board of Directors may from time to time
prescribe."
"Section 7.2 Legends. The Board of Directors shall have the power
and authority to provide that certificates representing shares of stock
shall bear such legends, and stop transfer instructions and the equivalent
of legends with respect to any uncertificated shares, as the Board of
Directors shall authorize, including, without limitation, such legends as
the Board of Directors deems appropriate to assure that the Corporation
does not become liable for violations of federal or state securities laws
or other applicable law, including, but not limited to, the requirements
imposed pursuant to Section 151(f) of the Delaware General Corporation
Law."
"Section 7.4 Transfers. Certificated shares of the Corporation will
only be transferred on its books upon the surrender to the Corporation of
the share certificates duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer. The surrendered
certificates shall be canceled, new certificates issued to the person
entitled to them and the transaction recorded on the books of the
Corporation. Uncertificated shares will only be transferred on the books
of the Corporation upon the written instruction from the registered owner
of such uncertificated shares, or from a duly authorized attorney, or from
an individual presenting proper evidence of succession, assignment or
authority to transfer the stock."
The remaining provisions of the Bylaws shall remain the same and in
full force and effect.