ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In February 2009, Brightpoint, Inc. (the "Company") announced the acceleration of the expiration of the Shareholder Rights Agreement (commonly known as a "poison pill") between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated February 20, 1997, as amended (the "Rights Agreement"), to February 27, 2009.
In accordance with the expiration of the Rights Agreement, on May 15, 2009, the Company made a ministerial conforming amendment to its Articles of Incorporation solely to delete Section 5.06 regarding the terms of Series A Participating Cumulative Preferred Stock, which terms were designated in connection with the Rights Plan.
A copy of the Amended and Restated Articles of Incorporation is attached to this Form 8-K as Exhibit 3.1, and is incorporated by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 3.1 - Amended and Restated Articles of Incorporation of Brightpoint, Inc.