Item 5.03. Amendments to Articles of Incorporation or By-laws.
On September 11, 2009, the Board of Directors of King Pharmaceuticals, Inc.
(the "Company") approved and adopted amendments to the Company's existing
Amended and Restated Bylaws (the "Amended and Restated Bylaws" and, as amended,
the "Second Amended and Restated Bylaws") to amend Articles I and II of the
Amended and Restated Bylaws to, among other things, (i) clarify the
applicability of the advance notice provisions to all shareholder nominations
and proposals and (ii) update the provisions of such Articles to require certain
additional disclosures regarding shareholders proposing nominations or other
business including, among other information, the disclosure of such
shareholders' interests in the Company's securities (including derivative
transactions), the disclosure of any contract, arrangement, understanding or
relationship relating to a right to vote any shares of any security of the
Company and the disclosure of other circumstances in which such shareholders
have submitted substantially similar business for consideration at an annual or
special meeting of the Company or another corporation.
A copy of the Second Amended and Restated Bylaws is attached as Exhibit 3.1
to this Current Report on Form 8-K. A copy of the Second Amended and Restated
Bylaws is available free of charge from the Company. The summary description of
the amendments set forth herein does not purport to be complete and is qualified
in its entirety by reference to all of the provisions of the Second Amended and
Restated Bylaws, including the definitions contained therein, which is hereby
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Second Amended and Restated Bylaws of King Pharmaceuticals, Inc.