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): February 16, 2009
Federal Signal Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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001-6003
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36-1063330 |
(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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1415 W. 22nd Street, Oak Brook, Illinois
(Address of principal executive offices)
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60523
(Zip Code) |
(630) 954-2000
(Registrant’s telephone number, including area code)
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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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.
(a) On
February 16, 2009, the Board of Directors of Federal Signal Corporation (the “Company”)
approved an amendment to Section 2.13 of the Company’s Amended and Restated Bylaws effective
immediately. The Amended and Restated Bylaws of the Company, as amended to date (the “Bylaws”), are
filed as Exhibit 3.b. attached hereto. Section 2.13 of the Bylaws, previously provided for election
of directors by a majority of the votes cast for each director. The amendment adds that directors
shall be elected by a plurality of the votes cast at any meeting of stockholders if the number of
nominees competing for election exceeds the number of directorships available for election at such
meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.b.
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Amended and Restated By-Laws of
Federal Signal Corporation, as further amended February 16, 2009 |