Attached files
file | filename |
---|---|
EX-3 - EXHIBIT 3-B-1 - AMENDED AND RESTATED BYLAWS - HARTMARX CORP/DE | ex3b1.htm |
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 16,
2009
_____________________
XMH CORP.
1
(Exact
name of registrant as specified in its charter)
_____________________
Delaware
|
1-8501
|
36-3217140
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
101
North Wacker Drive, Suite 608
Chicago,
Illinois 60606
(Address
of principal executive offices) (Zip Code)
(312)
780-7407
(Registrant’s
telephone number, including area code)
HARTMARX
CORPORATION
(Former
name or former address, if changed since last report.)
_____________________
Check
the appropriate box below if the Form 8-K 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.
|
At
its meeting on December 16, 2009, the Board of Directors of XMH Corp. 1,
formerly known as Hartmarx Corporation (the “Company”), approved an amendment
and restatement of the Company's by-laws reducing the number of directors
constituting the entire Board of Directors. Effective on December 16,
2009, the Company's amended and restated by-laws reflect the following
changes:
● Reduction
in the Number of Directors. The number of directors constituting the
entire Board of Directors has been reduced from nine (9) to three
(3). See Article II, Section 2.
● Clarification
of Board Action. Added new section clarifying the power of the Board
of Directors to take any and all actions and exercise any all powers,
notwithstanding any previous delegation to any Committee of the Board of
Directors. See Article II, Section 17.
The
foregoing description of the amendments is qualified in its entirety by
reference to the full text of the Company's Amended and Restated By-Laws, a copy
of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference in its entirety.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits
Exhibit
No.
|
Description
|
3-B-1
|
Amended
and Restated By-laws of XMH Corp.
1.
|
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.
XMH
CORP. 1
|
||
Date: December
22, 2009
|
By:
|
/s/ Taras
R. Proczko
|
Taras
R. Proczko
|
||
Executive Vice
President
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
3-B-1
|
Amended
and Restated By-laws of XMH Corp.
1.
|