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YDNT > SEC Filings for YDNT > Form 8-K on 22-Oct-2008All Recent SEC Filings

Show all filings for YOUNG INNOVATIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for YOUNG INNOVATIONS INC


22-Oct-2008

Results of Operations and Financial Condition, Change in Directors or Princ


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 22, 2008, Young Innovations, Inc. (the "Company") issued a press release announcing results for the third quarter and nine months ended September 30, 2008. A copy of the press release is furnished herewith as Exhibit 99.1.



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective October 20, 2008, George Richmond has resigned as Chairman of the Board of Directors of the Company. Mr. Richmond will continue to serve on the Board and has been elected to the position of Vice Chairman. The Board elected Alfred Brennan, who has served as the Company's Chief Executive Officer since 2002 and has been a director of the Company since 1997, to the position of Chairman of the Board, effective October 20, 2008.

On October 22, 2008, the Company issued a press release announcing Mr. Richmond's resignation as the Chairman of the Board. A copy of the press release is furnished herewith as Exhibit 99.2.



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On October 20, 2008, the Company's Board of Directors approved amendments to the Company's Amended and Restated By-Laws (the "By-Laws"), effective on October 20, 2008.

First, the Board approved an amendment providing that special meetings of the stockholders may be called by the Chairman of the Board or the President of the Company and shall be called by the Secretary at the direction of a majority of the Board of Directors. Previously, stockholders owning at least ten percent of the outstanding capital stock of the Company could request a special meeting.

Second, the Board approved an amendment requiring a two-thirds vote of the outstanding capital stock of the Company to alter, amend or repeal the By-Laws. Previously, the By-Laws were silent as to the required vote for stockholders who sought to alter, amend or repeal the By-Laws.

Third, the Board approved an amendment providing that directors can only be removed by a two-thirds vote of the outstanding capital stock of the Company and then only for cause. Previously, the By-Laws were silent as to the required vote and terms for the removal of directors.

The foregoing description of the amendments to the Company's By-Laws is not complete and is qualified in its entirety by reference to the text of the By-Laws attached hereto as Exhibit 3.1 and incorporated herein by reference.

-2-




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

3.1 Amended and Restated By-Laws dated October 20, 2008

99.1 Earnings Press Release issued October 22, 2008.

99.2 Press Release issued October 22, 2008.

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