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): June 21,
2007
Hercules
Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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001-00496
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51-0023450
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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Hercules
Plaza
1313
North Market Street
Wilmington,
Delaware 19894-0001
(Address
of principal executive offices) (Zip Code)
(302)
594-5000
(Registrant’s
telephone number, including area 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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On
June
21, 2007, the Board of Directors of Hercules Incorporated (the “Company”)
adopted Amended and Restated By-Laws. The Amended and Restated
By-Laws reflect amendments presented to stockholders at the 2007 Annual Meeting
which will have the effect, over a three year period, of declassifying the
Board
of Directors and providing for annual election of the entire Board of
Directors. The Amended and Restated By-Laws also reflect other
updating amendments adopted by the Board of Directors. The following
is a description of the main provisions that were adopted or changed in the
Amended and Restated By-Laws.
Stockholder
Meetings
The
Board
of Directors may, in its sole discretion, decide that any annual meeting
may be
held solely by means of remote communication.
Notice
of
an annual or special meeting may be given in writing in paper form or, with
prior consent of the stockholder, in the form of electronic transmission,
including facsimile telecommunication, electronic mail or posting on an
electronic network with separate notice of such posting. Such notice
must be given not fewer than ten and not more than sixty days prior to the
meeting.
The
By-Laws of the Company previously provided that notice of a meeting of the
stockholders be published once in each of the two weeks preceding the meeting
in
at least one newspaper published in New York City.
Voting
and Proxies
The
Amended and Restated By-Laws provide that a proxy shall be irrevocable if
it
states that it is irrevocable and if it is coupled with an
interest.
Stockholders
may grant proxies by executing a writing to authorize another person to act
as a
proxy. Authorization may also be transmitted via telegram, cablegram
or other means of electronic transmission to the proxyholder or its authorized
agent.
The
By-Laws of the Company previously provided that voting on any matter before
the
stockholders could be by voice, unless the presiding officer or a majority
of
the stockholders present demanded a vote by ballot.
List
of Stockholders
A
list of
stockholders entitled to vote at any meeting shall be available at least
ten
days prior to the meeting either at the principal place of business of the
Company or on an electronic network. If the list is available on an
electronic network, the Company may take reasonable steps to ensure that
the
information is only available to the stockholders of the Company. If
the meeting is held at a physical location, the list will be available at
the
time and place of the meeting for inspection by any stockholder
present. If the meeting is held by remote communication, the list
shall be available to any stockholder during the time of the meeting on an
electronic network.
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Adjourned
Meetings
When
a
meeting is adjourned, no notice need be given of the adjourned meeting if
the
date, time and place or means of remote communication is announced at the
meeting at which the adjournment is taken, unless the adjournment is for
more
than 30 days or a new record date is fixed.
Remote
Communication
In
its
discretion, the Board of Directors may adopt guidelines and procedures pursuant
to which stockholders and proxyholders may participate in meetings via remote
communication and be deemed present and in person; provided that (i) the
Company
implements reasonable measures to verify that each person deemed present
and
permitted to vote is a stockholder or proxyholder; (ii) the Company implements
reasonable measures to ensure that those deemed present can participate in
the
meeting, vote on matters being considered and hear or read the proceedings;
and
(iii) if any stockholder or proxyholder votes or takes action at the meeting
by
means of remote communication, a record of such vote or action is maintained
by
the Company.
Election
and Term of Directors
The
Amended and Restated By-Laws provide that at each annual meeting there shall
be
elected the number of directors equal to the number of directors whose terms
then expire and that each director, other than those elected for a term
scheduled to expire in 2008, 2009 or 2010, shall serve for a one-year
term.
The
By-Laws of the Company previously provided that at each annual meeting there
would be elected the number of directors necessary to fill the class whose
term
was expiring and that directors would serve three-year terms.
Resignation
of Directors
The
Amended and Restated By-Laws provide that a director may resign at any time
by
giving notice in writing or by electronic transmission to the
Company. A resignation is effective when delivered unless it
specifies a later effective date or an effective date determined upon the
happening of an event or events. Acceptance of such resignation shall
not be necessary to make it effective.
Notice
of Board of Directors Meetings
Notice
of
Board of Directors meetings may be given verbally in person, over the telephone
or in writing. If notice is given in writing, the notice may be
delivered personally or by mail, facsimile transmission, telegram, electronic
mail or another form of electronic transmission to which the director has
consented. If notice is given by mail, it shall be given not less
than three calendar days prior to the meeting. If notice is given by
any other means, it shall be given not less than twenty-four hours prior
to the
meeting.
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Written
Consent in Lieu of a Meeting
Action
may be taken by the Board of Directors or a committee of the Board of Directors
without a meeting if all members of the Board of Directors or committee consent
in writing or by electronic transmission and all such writings or electronic
transmissions are filed with the minutes of the Board of Directors or the
committee. Any electronic transmission must include information from
which it can be determined that the director authorized the electronic
transmission.
Independent
Directors
A
director is considered “independent” only when the Board of Directors has
affirmatively determined that the director has no material relationship with
the
Company or any entity controlled or owned by the Company, following a review
of
all relevant information and factors the Board of Directors deems appropriate,
and including a recommendation by the committee responsible for governance
matters. Material relationships may include commercial, industrial,
banking, consulting, legal, accounting, charitable and familial
relationships. Ownership of a significant amount of stock, by itself,
shall not be considered a bar to independence.
In
addition, independent directors must meet the standards set forth by the
Securities and Exchange Commission and the New York Stock Exchange.
The
By-Laws of the Company previously provided that a director was not independent
if the director (i) was employed by the Company as an executive officer within
the past five years; (ii) was a significant consultant or advisor to the
Company, or affiliated with such consultant or advisor; (iii) was affiliated
with a significant customer or supplier of the Company, (iv) had a personal
service contract with the Company; (v) was affiliated with a tax-exempt entity
that received significant contributions from the Company; or (iv) was a spouse,
parent, sibling or child of any person described in this paragraph.
Stock
Certificates
The
Amended and Restated By-Laws permit the Board of Directors to provide by
resolution that some or all of any class or series of stock shall be
uncertificated or uncertificated shares that may be evidenced by a book-entry
system maintained by the registrar, or both.
Waiver
of Notice
Stockholders
and directors may waive any notice required to be given pursuant to the Amended
and Restated By-Laws either in a writing or by electronic transmission and
such
waiver may be given before or after such meeting is held.
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Voting
Shares in Other Business Entities
The
Company’s Chief Executive Officer, the President or any other officer of the
Company designated by the Board of Directors may vote all shares of stock
or
other equity interests held by the Company in any other business entity and
may
exercise on behalf of the Company all rights and powers incidental to the
ownership of such stock or other equity interest.
Electronic
Transmission
Electronic
transmission means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such recipient through an automated
process.
Amendments
to the Certificate of Incorporation
The
Company’s Certificate of Incorporation provides that the provisions pertaining
to stockholder special meetings, stockholder action, the number of members
of
the Board of Directors and the term and election of directors shall not be
altered, amended or repealed, and no inconsistent provision shall be adopted,
without the affirmative vote of the holders of at least 80% of the voting
power
of all shares of the Company entitled to vote.
* * * * *
The
foregoing is a description of the amendments to the Company’s Amended and
Restated By-Laws and is qualified in its entirety by reference to the full
text
of the Amended and Restated By-Laws. This description should be read
in conjunction with the Amended and Restated By-Laws, a copy of which is
filed
as Exhibit 3.1 hereto and which is incorporated by reference
herein.
(d)
Exhibits.
Exhibit
Number Description
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3.1
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Hercules
Incorporated Amended and Restated By-Laws, effective June 21,
2007
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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June
26, 2007
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BY:
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HERCULES
INCORPORATED
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/s/
Richard G. Dahlen
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Richard
G. Dahlen
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Chief
Legal Officer
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