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 19, 2008
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)
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:
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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
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On June
19, 2008, the Board of Directors of Hercules Incorporated (the “Company”)
amended and restated the Company’s Amended and Restated By-Laws (the “Amended
and Restated By-Laws”). The Amended and Restated By-Laws were
effective upon approval. The Amended and Restated By-Laws include a
new Article VII, titled “Indemnification and Insurance,” which adds provisions
regarding indemnification and expense advancement for directors, officers,
trustees, employees and agents of the Company. These provisions
supplement the existing provisions regarding indemnification in the Company’s
Restated Certificate of Incorporation, as amended.
The new
provisions in the Amended and Restated By-Laws provide indemnification to the
identified persons to the fullest extent authorized under the General
Corporation Law of Delaware, and include, among other things, provisions for (a)
prepayment of expenses; (b) the right of covered persons to bring suit to
enforce such indemnification; and (c) the ability of the Company to maintain
insurance, at its expense, to protect itself and any current or former director,
officer, employee or agent of the Company against any expense, liability or
loss. Any changes to or termination of these indemnification
provisions shall be prospective only.
The
Amended and Restated By-Laws of the Company are attached hereto as Exhibit
3.1.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits. The
following exhibit is being filed herewith:
Exhibit Description
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3.1
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Hercules
Incorporated Amended and Restated By-Laws effective June 19,
2008.
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- 2
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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.
HERCULES
INCORPORATED
June 24,
2008 By: /s/ Israel J.
Floyd
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Name:
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Israel
J. Floyd
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Title:
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Corporate
Secretary and General Counsel
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- 3
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EXHIBIT
INDEX
Exhibit Description
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3.1
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Hercules
Incorporated Amended and Restated By-Laws effective June 19,
2008.
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