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AGN > SEC Filings for AGN > Form 8-K on 7-Oct-2008All Recent SEC Filings

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Form 8-K for ALLERGAN INC


7-Oct-2008

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statement


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 6, 2008, the Board of Directors (the "Board") of Allergan, Inc. ("Allergan") adopted and approved, effective immediately, the Allergan, Inc. Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws include the following revisions:

• a new Article II, Section 9, which expands upon and supplements the advance notice requirements for stockholder proposals of business at stockholder meetings, including nominations for the Board, in Articles 11 and 12 of Allergan's Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation"). The new Article II, Section 9 clarifies that the requirements set forth in the Amended and Restated Bylaws and the Restated Certificate of Incorporation apply to all stockholder proposals and director nominations and are the exclusive means for stockholders to submit such matters, other than those governed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended (which provides certain procedural requirements). The new Article II, Section 9 also expands the required disclosure for stockholders making such proposals or nominations to include, among other things, all ownership interests, hedges, economic incentives and rights to vote any shares of any security of Allergan;

• incorporation of the six bylaw amendments previously adopted by the Board; and

• various clarifying and conforming changes.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Allergan, Inc. Amended and Restated Bylaws


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