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): May 5, 2005
THE SERVICEMASTER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-14762 36-3858106
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
3250 Lacey Road, Suite 600, Downers Grove, Illinois 60515
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 663-2000
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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):
______ 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(b))
______ Pre-commencement communications pursuant to Rule 13e - 4(c) under the
Exchange Act (17 CFR 240.13e - 4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective May 5, 2005, Paul W. Berezny retired from the Board of Directors of
The ServiceMaster Company ("ServiceMaster").
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 6, 2005, ServiceMaster's shareholders approved an amendment to
ServiceMaster's Amended and Restated Certificate of Incorporation ("Certificate
of Incorporation") to delete Article Three which sets forth ServiceMaster's
objectives. A copy of ServiceMaster's Certificate of Incorporation, as amended,
is attached as Exhibit 3(i).
On May 6, 2005, the Board of Directors of ServiceMaster approved an amendment to
ServiceMaster's Bylaws to (1) delete Section 1.3 which sets forth
ServiceMaster's objectives; (2) revise Sections 5.12(a), 5.13(a) and 5.14(a) to
reflect the current duties and responsibilities of each of the Audit and Finance
Committee, Governance and Nominating Committee and Compensation and Leadership
Development Committee as set forth in its Charter; (3) delete all references to
"executive officer" and replace with "corporate officer"; (4) revise Section 6.6
to reflect that the Compensation and Leadership Development Committee reviews
the compensation of all corporate officers; (4) revise Section 6.10 to delete
the reference to Chief Operating Officer; and (5) revise Section 6.11 to reflect
that our Chief Financial Officer is our Chief Accounting Officer. A copy of
ServiceMaster's Bylaws, as amended, are attached as Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3(i) Amended and Restated Certificate of Incorporation of
ServiceMaster, amended as of May 9, 2005.
3(ii) Bylaws of ServiceMaster, amended as of May 9, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE SERVICEMASTER COMPANY
Date: May 9, 2005 By: /s/ Jim L. Kaput
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Jim L. Kaput
Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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3(i) Amended and Restated Certificate of Incorporation of ServiceMaster,
amended as of May 9, 2005.
3(ii) Bylaws of ServiceMaster, amended as of May 9, 2005.
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