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):
September 23, 2014
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Corporate Center, Rye, NY
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(914) 921-3700
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(Former name or former address, if changed since last report.)
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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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 By-Laws; Change in Fiscal Year
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On September 23, 2014, the Board of Directors (the “Board”) of GAMCO Investors, Inc., a Delaware corporation (“GAMCO”), approved and adopted Amendment No. 1 to GAMCO’s Amended and Restated By-laws (the “Bylaw Amendment”), which Bylaw Amendment became effective immediately upon its adoption by the Board. The Bylaw Amendment provides, to the fullest extent permitted by law, (i) for the shifting of litigation expenses to an unsuccessful plaintiff in intra-corporate litigation who does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought and (ii) that a plaintiff in intra-corporate litigation filed in a court other than a court located within the State of Delaware shall be deemed to consent to personal jurisdiction of the state and federal courts of the State of Delaware and have service of process made upon them in any such action by service upon such plaintiff’s counsel as agent.
The foregoing description of the Bylaw Amendment is not complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed herewith as
Exhibit 3.3
and incorporated by reference into this Item 5.03.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit No
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Exhibits
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3.3
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Amendment No. 1 to Amended and Restated By-Laws of GAMCO Investors, Inc., a Delaware corporation.
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SIGNATURE
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.
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Date: September 26, 2014
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GAMCO INVESTORS, INC.
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By:
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Name:
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Kevin Handwerker
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Title:
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Executive Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Exhibits
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3.3
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Amendment No. 1 to Amended and Restated By-Laws of GAMCO Investors, Inc., a Delaware corporation.
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Exhibit 3.3
AMENDMENT NO. 1
TO
THE AMENDED AND RESTATED BY-LAWS
OF
GAMCO INVESTORS, INC.
The Amended and Restated By-laws of GAMCO Investors, Inc. (the “Company”) are hereby amended by renumbering Article XI Section 5 of the By-laws as Article XI Section 5(a) (and all references to a section number within such section shall be to Article XI Section 5(a)) and by adding new sections Article XI Sections 5(b), 5(c) and 5(d) reading as follows:
(b) To the fullest extent permitted by law, in the event that (i) any current or prior stockholder or anyone on their behalf (“Claiming Party”) initiates or asserts any claim or counterclaim (“Claim”) or joins, offers substantial assistance to, or has a direct financial interest in any Claim against the Corporation and/or any Director, Officer, Employee or Affiliate (as such term is defined under the Exchange Act) and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then each Claiming Party shall be obligated jointly and severally to reimburse the Corporation and any such Director, Officer, Employee or Affiliate, the greatest amount permitted by law of all fees, costs and expenses of every kind and description (including but not limited to, all reasonable attorney’s fees and other litigation expenses) (collectively, “Litigation Costs”) that the parties may incur in connection with such Claim. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI Section 5(b).
(c) If any action the subject matter of which is within the scope of Article XI Section 5(a) is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Article XI Section 5(a) (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI Section 5(c).
(d) If any provision or provisions of this Article XI Section 5 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI Section 5 (including, without limitation, each portion of any sentence of this Article XI Section 5 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI Section 5(d).