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: August 26, 2005
(Date of earliest event reported)
PAYCHEX, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State of or other jurisdiction
of incorporation)
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0-11330
(Commission
File Number)
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16-1124166
(IRS Employer
Identification Number) |
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911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK
(Address of principal executive offices)
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14625-2396
(Zip Code) |
(585) 385-6666
(Registrants telephone number, including area code)
None
(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:
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))
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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Effective August 26, 2005, the Paychex, Inc. (the Company) Board of Directors approved the
amendment and restatement in its entirety of Article II, Section 9 of the Companys By-laws. The
amendment incorporates a requirement that proxies be voted in compliance with Delaware law and
eliminates the requirement that proxies be signed by the stockholder or attorney-in-fact. The
amendment to the Companys By-laws is filed as Exhibit 3(ii) to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed with this Form 8-K.
Exhibit 3(ii): Amendment No. 1 to the By-laws of Paychex, 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 thereunto duly authorized.
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PAYCHEX, INC.
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Date: August 31, 2005
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/s/ Jonathan J. Judge |
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Jonathan J. Judge
President and
Chief Executive Officer
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Date: August 31, 2005
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/s/ John M. Morphy |
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John M. Morphy
Senior Vice President, Chief
Financial Officer and
Secretary |
EXHIBIT INDEX
Exhibit 3(ii): Amendment No. 1 to the By-laws of Paychex, Inc.
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