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) December 10, 2013
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 0-20572 | 41-0886515 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651) 686-1600
(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:
| ¨ | Written communications 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.
Amendment to Amended and Restated Bylaws
| (a) | On December 10, 2013, our Board of Directors amended our bylaws effective immediately. The amendment added a provision to the second sentence of Section 3.1 of the Amended and Restated Bylaws that permits the board of directors to increase the number of directors by the affirmative vote of a majority of the directors then in office. |
The Amended and Restated Bylaws, as amended by the Board, are attached as Exhibit 3.2 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| 3.2 | Amended and Restated Bylaws of Patterson Companies, Inc. |
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.
| PATTERSON COMPANIES, INC. | ||||||
| Date: December 13, 2013 | By: | /s/ R. Stephen Armstrong | ||||
| R. Stephen Armstrong | ||||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.2 | Amended and Restated Bylaws of Patterson Companies, Inc. | |