Delaware
(State
or other jurisdiction of
incorporation
or organization)
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1-12929
(Commission
file number)
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36-4135495
(I.R.S.
Employer
Identification
No.)
|
1110
CommScope Place, SE
P.O.
Box 339
Hickory,
North Carolina
(Address
of principal executive offices)
|
28602
(Zip
code)
|
|
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)
|
|
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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(i)
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amend
Section 12 and Section 13 of Article II of the By-Laws to revise the
provisions relating to when a stockholder must provide advance notice to
the Company that it intends to nominate an individual for election as a
director or propose other business at an annual meeting of
stockholders;
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(ii)
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amend
Section 12 and Section 13 of Article II of the By-Laws to expand the
information required to be included in a notice of an intention to
nominate an individual for election as a director or propose other
business at an annual meeting;
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(iii)
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amend
Section 3 of Article II of the By-Laws to establish procedures for
stockholders to call a special meeting of stockholders and for the
establishment of a date upon which such a special meeting will be held,
including with respect to the establishment of a record date for the
determination of stockholders entitled to demand a special meeting, the
making of a demand to hold a special meeting, the information required to
be included in any demand for the establishment of such a record date or
the holding of a special meeting and the retention of an independent
inspector of election to review such demands;
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(iv)
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amend
Section 7 of Article V of the Bylaws and Section 11 of Article II of the
Bylaws to establish procedures with respect to stockholder action by
written consent without a meeting, including with respect to the
establishment of a record date for the determination of stockholders
entitled to express consent to corporate action in writing without a
meeting, the information required to be included in any demand for the
establishment of such a record date and the retention of an independent
inspector of election to review any consents delivered to the
Company.
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3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of CommScope, Inc. |
3.2
|
Amended
and Restated By-Laws of CommScope,
Inc.
|
COMMSCOPE, INC. | |||
|
By:
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/s/ Frank B. Wyatt, II | |
Name: Frank B. Wyatt, II | |||
Title: Senior Vice President, General Counsel and Secretary | |||
3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock of CommScope, Inc. |
3.2
|
Amended
and Restated By-Laws of CommScope,
Inc.
|