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

On May 15, 2009, the Company's Board of Directors amended and restated the Company's Bylaws, effective as of such date. The amendment and restatement made the following changes to the Bylaws:

Advance Notice Provision

The Company's Bylaws previously contained an advance notice bylaw requiring, generally, that a stockholder intending to nominate a candidate for election to the Board of Directors or otherwise propose business at an annual meeting must provide notice to the Company at least 60 days in advance of the meeting and otherwise comply with the securities laws. The amended and restated Bylaws revise the advance notice bylaw to require a stockholder intending to nominate candidates for an election to the Board of Directors or otherwise to propose business at an annual meeting to (a) provide notice at least 45 days prior to the anniversary of the mailing of the previous year's proxy statement of the Company and (b) provide additional disclosure regarding, among other things, derivative instruments and short positions in the Company's stock held by such stockholder. The advance notice provisions also apply to certain special meetings where directors of the Company are to be elected by requiring a stockholder to submit nominations no later than the later of the ninetieth day prior to the meeting and the tenth day following the announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at the special meeting.

Record Dates

The amended and restated Bylaws also reflect a change regarding an anticipated amendment to Delaware law allowing separate record dates for notice and for voting.

Access to List of Stockholders

The amended and restated Bylaws reflect a recent amendment to the Delaware law governing the Company's obligation to make a list of stockholders available in connection with each stockholder meeting.

Elimination of Dissolution Provisions

The amended and restated Bylaws delete the articles of the Bylaws addressing dissolution and the appointment of a custodian to replace the Company's board in certain limited circumstances.

The amended and restated Bylaws also reflect a previously approved amendment adopted in December 2007 to permit the issuance of shares without stock certificates.

The text of the amended and restated Bylaws is attached hereto as Exhibit 4.1.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits.

3.1 Bylaws of the Company, as amended and restated, May 15, 2009.

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