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):  May 24, 2006

 

ADESA, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-32198

 

35-1842546

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

13085 Hamilton Crossing Boulevard

 

 

Carmel, Indiana

 

46032

(Address of principal executive offices)

 

(Zip Code)

 

(800) 923-3725

(Registrant’s telephone number, including area code)

 

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:

 

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

 

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

 

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

 

(a)                                  At the annual meeting of stockholders of ADESA, Inc. (the “Company”) held on May 17, 2006, the stockholders of the Company approved amendments to “Article Fifth” of the Company’s Restated Certificate of Incorporation (the “Certificate”) that phase-in the annual election of directors. The amendments became effective upon the filing of a Certificate of Amendment on May 24, 2006 with the Secretary of State of the State of Delaware.

 

All directors will be elected annually beginning at the annual meeting in 2009. The terms of all directors, including those directors elected at the 2007 and 2008 annual meetings, will expire immediately upon the election of their successors at the 2009 annual meeting. The phase-in of the declassification of the Board will be applied as follows:

 

Annual Meeting Year

 

Length of Term for Directors
Elected

 

Year that Term Would
Expire

 

2006

 

Three Years

 

2009

 

 

 

 

 

 

 

2007

 

Two Years

 

2009

 

 

 

 

 

 

 

2008

 

One Year

 

2009

 

 

 

 

 

 

 

2009

 

Annual Election

 

2010

 

 

The amendments also provide that a director appointed to fill a vacancy as a result of an increase in the number of directors will hold office until the next annual meeting of stockholders and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

 

The Board of Directors also amended and restated the Company’s By-laws to make corresponding changes to those made to the Certificate.

 

The foregoing description of the amendments to the Certificate and the Company’s By-laws does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment of Restated Certificate of Incorporation of ADESA, Inc. and the Amended and Restated By-laws of ADESA, Inc., copies of which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)  Exhibits

Exhibit

 

Description

3.1

 

Certificate of Amendment of Restated Certificate of Incorporation of ADESA, Inc.

3.2

 

Amended and Restated By-laws of ADESA, Inc.

 

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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.

 

 

Dated:  May 25, 2006

ADESA, INC.

 

 

 

 

 

/s/ George J. Lawrence

 

 

George J. Lawrence

 

Executive Vice President, General

 

Counsel and Corporate Secretary

 

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