cover8k.htm
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
 
 
April 20, 2012
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
 
ROPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
 
 
 
 
 1-12273
 51-0263969
   
   
 (COMMISSION FILE NUMBER)
 (IRS EMPLOYER IDENTIFICATION NO.)
   
   
 6901 PROFESSIONAL PKWY. EAST, SUITE 200, SARASOTA, FLORIDA
 34240
   
 
  
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 (ZIP CODE)
 
 
(941) 556-2601
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
(FORMER NAME OR 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:
 
[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)                                         
 [    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)                                         
[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [    ]  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

On April 20, 2012, the Board of Directors of Roper Industries, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated By-laws deleting the exclusive forum provision in Article 12 which had provided that the Court of Chancery of the State of Delaware would be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Article 12, "Forum," was deleted in its entirety and existing Article 13, "Amendments," was renumbered as Article 12.

The foregoing description of the amendment to the Company’s By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-laws (as adopted and effective April 20, 2012), a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                         Description

 
3.1                      Amended and Restated Bylaws of Roper Industries, Inc. dated April 20, 2012.


Signatures
 
        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.
 
       Roper Industries, Inc.        
       (Registrant)        
       
     
     BY:   /s/ David B. Liner        
      David B. Liner,
Vice President, General Counsel and Secretary		   Date: April 24, 2012    
 
 
 
EXHIBIT INDEX
 
     
Exhibit No.   Description
 
     
3.1  
Amended and Restated Bylaws of Roper Industries, Inc. dated April 20, 2012.