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EX-3.1 - AMENDED AND RESTATED BY-LAWS OF INTERMEC, INC - Intermec, Inc.d438229dex31.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): November 12, 2012

 

 

Intermec, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-13279   95-4647021

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification Number)

6001 36th Avenue West

Everett, Washington

www.intermec.com

  98203-1264
(Address of principal executive offices and internet site)   (Zip 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:

 

¨ 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.

On November 12, 2012, our Board of Directors adopted an amendment to Section 3.6 of our By-Laws, which became effective on that date. Section 3.6 was amended to clarify and confirm that, as permitted by Delaware’s General Corporation Law, the Board of Directors or any committee thereof may deliver written consents by electronic transmission. The amended Section 3.6 provides that any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

The foregoing summary is qualified in its entirety by reference to the text of the amended and restated By-Laws, a copy of which is filed 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.

 

(d) Exhibits

 

Exhibit

Number

   Description
  
3.1    Amended and Restated By-Laws of Intermec, Inc., as amended as of November 12, 2012.


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.

 

        Intermec, Inc.
    (Registrant)
Date: November 13, 2012   By:  

/s/ Robert J. Driessnack

    Robert J. Driessnack
    Senior Vice President, Chief Financial Officer


Intermec, Inc.

Exhibit Index

 

Exhibit

Number

  

Description

3.1    Amended and Restated By-Laws of Intermec, Inc., as amended as of November 12, 2012.