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): | July 30, 2009 |
Hill-Rom Holdings, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Indiana | 1-6651 | 35-1160484 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1069 State Route 46 East, Batesville, Indiana | 47006-8835 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (812) 934-7777 |
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.
Effective July 30, 2009, the Board of Directors of Hill-Rom Holdings, Inc. (the "Company") amended the Company’s Amended and Restated Code of By-Laws (the "Bylaws"). A new Section 4.17 was added to Article 4 of the Bylaws to opt out of new subsection 23-1-33-6(c) of the Indiana Business Corporation Law (the "IBCL"), which became effective on July 1, 2009. The new subsection of the IBCL mandates that an Indiana corporation must, at all times, have a staggered board of directors unless the board expressly elects in the corporation’s bylaws not to be governed by the subsection. The amendment to the Company's Bylaws constitutes the Company's election not to be governed by the subsection. This amendment to the Bylaws will not affect the current structure of the Company’s Board of Directors.
The Bylaws, as amended, are filed as Exhibit 3 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit is filed herewith:
3 Amended and Restated Code of By-Laws of Hill-Rom Holdings, Inc.
SIGNATURES
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.
Hill-Rom Holdings, Inc. | ||||
August 4, 2009 | By: |
/s/ Gregory N. Miller
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Name: Gregory N. Miller | ||||
Title: Senior Vice President and Chief Financial Officer |
Hill-Rom Holdings, Inc. | ||||
August 4, 2009 | By: |
/s/ Richard G. Keller
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Name: Richard G. Keller | ||||
Title: Vice President - Controller and Chief Accounting Officer |
Exhibit Index
Exhibit No. | Description | |
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3
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Amended and Restated Code of By-Laws of Hill-Rom Holdings, Inc. |