UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 4, 2009
IMS HEALTH INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-14049 |
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06-1506026 |
(State
or Other Jurisdiction |
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(Commission File Number) |
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(IRS
Employer |
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901 Main Avenue |
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06851 |
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(Address of Principal Executive Office) |
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(Zip Code) |
(203) 845-5200
(Registrants telephone number, including area code)
N/A
(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 (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)) |
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2009 Annual Meeting of Shareholders of IMS Health Incorporated (the Company), the shareholders approved an amendment to Article Fifth, Article Seventh and Article Ninth of the Companys Restated Certificate of Incorporation (the charter) to eliminate the Companys supermajority vote provisions. The amendment to the charter permits the holders of a majority of the outstanding shares of the Company to amend all provisions of the charter or the Companys By-laws or to remove a Continuing Classified Director for cause. In addition, the amendment removed the supermajority vote provision regarding shareholders right to fill a directorship at a special meeting where Delaware law confers such power on shareholders. The Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 4, 2009 and a copy thereof is attached as Exhibit 3.1 to this Form 8-K.
In order to fully effectuate the elimination of the supermajority vote provisions, the Company amended the Companys By-laws by deleting the supermajority vote provision regarding shareholders right to fill a directorship at a special meeting where Delaware law confers such power on shareholders, which was contained in Article II Section 2, and by amending Article IX to remove the supermajority vote requirement to amend certain By-laws and to provide that all By-laws may be amended by a vote of the majority of the outstanding shares. The effective date of the amendment to the Companys By-laws was May 4, 2009. The Amended and Restated By-laws are attached as Exhibit 3.2 to this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Restated Certificate of Incorporation |
3.2 |
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Fifth Amended and Restated By-laws of IMS Health Incorporated dated May 4, 2009 |
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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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IMS Health Incorporated |
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Date: May 5, 2009 |
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By: |
/s/ Robert H. Steinfeld |
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Robert H. Steinfeld |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment of Restated Certificate of Incorporation |
3.2 |
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Fourth Amended and Restated By-laws of IMS Health Incorporated dated May 4, 2009 |
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