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): AUGUST 8, 2002
LEAR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-11311 13-3386776
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
21557 TELEGRAPH ROAD, SOUTHFIELD, MICHIGAN 48034
(Address of principal executive offices) (Zip Code)
(248) 447-1500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
(a) Amendment to By-laws.
On August 8, 2002, the Board of Directors of Lear Corporation (the
"Company") approved an amendment to Section 3.1 of the Company's by-laws to
increase the maximum number of directors who can serve on the Board of Directors
from eleven (11) to fourteen (14) directors. Section 3.1 was deleted in its
entirety and replaced with the following section.
Section 3.1. Duties and Number of Directors. The business and affairs
of the Corporation shall be managed by or under the direction of a
Board of Directors consisting of not less than one (1) nor more than
fourteen (14) directors. The exact number shall be determined from time
to time by resolution adopted by the affirmative vote of a majority of
the directors in office at the time of adoption of such resolution.
The complete set of the by-laws of the Company, as amended, is attached
hereto as Exhibit 3.2.
(b) Appointments to the Board of Directors.
On August 8, 2002, the Board of Directors of the Company appointed
David E. Fry and Conrad L. Mallett, Jr. to fill vacancies on the Board of
Directors. A copy of the press release announcing the appointment of Messrs. Fry
and Mallett is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.2 The By-laws of the Company, as amended on August 8,
2002, filed herewith.
99.1 Press release issued by the Company regarding the
appointment of David E. Fry and Conrad L. Mallett,
Jr. to the Board of Directors of the Company, filed
herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
LEAR CORPORATION,
a Delaware corporation
Date: August 9, 2002 By: /s/ Joseph F. McCarthy
----------------------------------------
Name: Joseph F. McCarthy
Title: Vice President, Secretary and
General Counsel
EXHIBIT INDEX
Number Description
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3.2 The By-laws of the Company as amended on August 8, 2002.
99.1 Press release issued by the Company regarding the appointment of
David E. Fry and Conrad L. Mallett, Jr. to the Board of Directors of
the Company.