SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 22, 2007
INTERNATIONAL WIRE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-51043 43-1705942
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification No.)
12 MASONIC AVE., CAMDEN, NY 13316
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 245-3800
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))
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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On February 22, 2007, the Board of Directors of International Wire Group, Inc.
(the "Company") amended the Amended and Restated Bylaws of the Company (the
"Bylaws") by adding Section 2.11, titled "Advance Notice of Shareholder
Proposals and Director Nominations." This new section provides that shareholders
may nominate directors at the annual meeting of shareholders or propose business
to be brought before the annual meeting of shareholders only if the business is
a proper matter for shareholder action and the shareholder has given timely
notice of the nomination or proposed business. To be timely, the notice must be
delivered to the Secretary of the Company not less than 120 days nor more than
180 days prior to the first anniversary of the preceding year's annual meeting
of shareholders. However, since Section 2.11 was added to the Bylaws within 120
days of the next annual meeting, a shareholder notice will be timely if
delivered to the Secretary of the Company no later than March 24, 2007 for the
2007 annual shareholders meeting.
The foregoing description of the amendment to the Amended and Restated Bylaws
does not purport to be complete and is qualified in its entirety by reference to
the Amended and Restated Bylaws, which is incorporated herein by reference as
Exhibit 3.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT DESCRIPTION
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3.1 Amended and Restated Bylaws of International Wire Group, Inc.
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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.
INTERNATIONAL WIRE GROUP, INC.
Date: February 28, 2007 By: /s/ Glenn J. Holler
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Name: Glenn J. Holler
Title: Senior Vice President,
Chief Financial
Officer and Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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3.1 Amended and Restated Bylaws of International Wire Group, Inc.
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