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): JANUARY 25, 2008
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COLUMBUS MCKINNON CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
0-27618 16-0547600
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(Commission File Number) (IRS Employer Identification No.)
140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NEW YORK 14228-1197
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (716) 689-5400
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(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:
[ ] 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 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
(a) On January 21, 2008, the registrant's Board of Directors approved
certain amendments to the registrant's Certificate of Incorporation. The
amendments eliminate the Series A Junior Participating Preferred Stock (the
"Series A Preferred Stock") as a series of preferred shares of the Company,
inasmuch as the Series A Preferred Stock was issued pursuant to the registrant's
First Amendment and Restatement of Rights Agreement, dated October 1, 1998,
which expired by its terms on November 10, 2007. The registrant's Certificate of
Incorporation is attached hereto as Exhibit 3.1. The Certificate of Amendment to
registrant's Certificate of Incorporation is attached hereto as Exhibit 3.2.
(b) On January 21, 2008, the registrant's Board of Directors approved
certain amendments to the registrant's By-Laws. The amendments change the dates
by which shareholders are required to provide notice to registrant for a matter
to be brought before shareholders at the annual meeting. The amendments set this
notice period as not less than ninety (90) nor more than one hundred-twenty
(120) days prior to the first anniversary date of the annual meeting for the
preceding year. The amendments also provide that, in the case of a shareholder
proposal made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
it shall be made not later than the close of business on (i) the date ninety
(90) days prior to the meeting of shareholders to which the proposal relates or
(ii) the tenth day following the date on which the date of such meeting of
shareholders is first publicly announced or disclosed. In addition, the
amendments eliminate a provision of the By-Laws permitting loans to and loan
guarantees on behalf of officers. The registrant's restated By-Laws are attached
hereto as Exhibit 3.3.
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
See disclosures set forth in Item 3.03 above.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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3.1 Certificate of Incorporation
3.2 Certificate of Amendment to Registrant's Certificate
of Incorporation
3.3 Restated By-Laws of the Registrant
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.
COLUMBUS McKINNON CORPORATION
By: /S/ KAREN L. HOWARD
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Name: Karen L. Howard
Title: Vice President and Chief
Financial Officer (Principal
Financial Officer)
Dated: JANUARY 25, 2008
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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3.1 Certificate of Incorporation
3.2 Certificate of Amendment to Registrant's Certificate of
Incorporation
3.3 Restated By-Laws of the Registrant