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EX-3.1 - SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION - DA-LITE SCREEN CO INC | dex31.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): July 2, 2010
DA-LITE SCREEN COMPANY, INC.
(Exact name of registrant as specified in its charter)
Indiana | 333-116673 | 35-1013951 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3100 North Detroit Street, P.O. Box 137 Warsaw, IN |
46581 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (574) 267-8101
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-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 2, 2010, the shareholders of Da-Lite Screen Company, Inc. (the Company) convened a special meeting (the Special Meeting) in connection with a 1,000 for 1 stock split of the Companys common stock (the Stock Split) to be effected by a Second Amended and Restated Articles of Incorporation of the Company.
As of the record date, June 21, 2010, the Company had outstanding shares of common stock entitled to cast a total of 5,388.62 votes. In total, the holders of record of shares of common stock entitled to 5,085.30 votes were present in person or represented by proxy at the Special Meeting. At the Special Meeting, the shareholders of the Company approved the Second Amended and Restated Articles of Incorporation of the Company to effect the Stock Split, with the votes being cast as follows:
For |
Against |
Abstain | ||
5,085.30 shares | 0 shares | 0 shares |
Subsequent to the Special Meeting, the Company filed the Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Indiana to be effective as of July 2, 2010 (the Effective Date).
As of the Effective Date, the Companys shareholders were entitled to receive 1,000 shares of the Companys common stock, par value $0.001 per share, in exchange for one share of the Companys common stock, par value $1.00 per share (Old Shares). The total number of authorized shares of the Company was increased to 10,000,000 on the Effective Date. The Old Shares of the Company were retired as of the same date.
The above summary of the Second Amended and Restated Articles of Incorporation is qualified in its entirety by reference to the text of the Second Amended and Restated Articles of Incorporation of the Company, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
Description | |
Exhibit 3.1 | Second Amended and Restated Articles of Incorporation of Da-Lite Screen Company, 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.
Da-Lite Screen Company, Inc. | ||||
Dated: July 8, 2010 | By: | /s/ Jerry C. Young | ||
Name: | Jerry C. Young | |||
Title: | Vice President Finance and | |||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
Exhibit 3.1 | Second Amended and Restated Articles of Incorporation of Da-Lite Screen Company, Inc. |