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EX-3.2 - EXHIBIT 3.2 - Avanos Medical, Inc.secondamendedandrestatedby.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: December 14, 2015
(Date of earliest event reported)
 
Halyard Health, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-36440
46-4987888
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
 
 
 
5405 Windward Parkway
Suite 100 South
Alpharetta, Georgia
 
30004
(Address of principal executive offices)
 
(Zip code)

Registrant’s telephone number, including area code: (678) 425-9273
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))



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 14, 2015, the Board of Directors of Halyard Health, Inc. (the “Corporation”) approved an amendment to the Corporation’s Amended and Restated Bylaws (the “Bylaws”) in connection with the creation of a Compliance Committee as a standing committee of the Corporation. The Second Amended and Restated Bylaws of the Corporation will become effective as of January 1, 2016 and is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
3.2
Second Amended and Restated By-laws of Halyard Health, 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.
 

December 17, 2015                    

HALYARD HEALTH, INC.


By: /s/ S. Ross Mansbach        
S. Ross Mansbach
Vice President, Deputy General Counsel
and Corporate Secretary





EXHIBIT INDEX

Exhibit 3.2
Second Amended and Restated By-laws of Halyard Health, Inc.