Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Events

On August 19, 2008, our board of directors amended our amended and restated bylaws to provide that if our president and chief executive officer is serving as the chairman of the board, the board is required to appoint an independent director as the lead director, to serve at the board's pleasure until the next election of directors by our stockholders.

The bylaw amendment gives the lead director authority to: coordinate with the chairman of the board the scheduling and agenda of board meetings and the preparation and distribution of agenda materials; preside when the board meets in executive session or otherwise in the absence of the chairman of the board; call special meetings of the board when he considers appropriate; oversee the scope, quality and timeliness of the flow of information from our management to the board; and serve as an independent point of contact for stockholders wishing to communicate with the board other than through the chairman of the board.

A copy of the amendment to our amended and restated bylaws is filed with this Report as Exhibit 3(ii).1.

Item 8.01

Other Events

On August 19 2008, our chairman of the board, Jack W. Schuler, resigned as chairman (but not as a director), and the board of directors appointed our president and chief executive officer, Mark C. Miller, to the additional position of chairman of the board and appointed Mr. Schuler as lead director.

Item 9.01

Financial States and Exhibits

(d)

Exhibits

The following exhibit is filed with this report:

3(ii).1

Amendment to Bylaws

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