INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 11, 2018, the Board of Directors (the “Board”) of Integra LifeSciences Holdings Corporation (the “Company”) approved the adoption of the Company’s Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”).
The Amended and Restated Bylaws include a new Section 8.02, which provides that unless the Company consents to the selection of an alternative forum, a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company, (c) any action asserting a claim against the Company or any director or officer or other employee of the Company arising to any provision of the General Corporation Law of the State of Delaware or the Company’s certificate of incorporation or bylaws or (d) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.
The Amended and Restated Bylaws also include a new Section 8.03, which provides that if any provision of the Company’s bylaws is held to be illegal or unenforceable for any reason, the legality and enforceability of the remaining provisions will not be impaired.
In addition to the amendments described above, the Amended and Restated Bylaws rename Article 8 as “MISCELLANEOUS.” Article 8 was previously named “AMENDMENTS.”
The adoption of the Amended and Restated Bylaws became effective on December 11, 2018.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.03 Financial Statements and Exhibits.
(d)Exhibits
INTEGRA LIFESCIENCES HOLDINGS CORP Exhibit
EX-3.1 2 ex3_1xsecondarbylawsxdec20.htm EXHIBIT 3.1 Exhibit Effective as of December 11,…
To view the full exhibit click here
About INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART)
Integra LifeSciences Holdings Corporation is a medical technology company. The Company focuses on the development, manufacturing and marketing of surgical implants and medical instruments. Its products are used in neurosurgery, extremity reconstruction, orthopedics and general surgery. Its segments include Specialty Surgical Solutions, which offers products, including specialty surgical instrumentation for a range of specialties. Its product category includes products and solutions for dural repair, precision tools and instruments, tissue ablation and neuro critical care, including product portfolios used in neurosurgery operation suites and critical care units, and Orthopedics and Tissue Technologies, which offers products of a combination of differentiated regenerative technology products for soft tissue repair and tissue regeneration products, and small bone fixation and joint replacement hardware products for both upper extremities and lower extremities.
