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LCUT > SEC Filings for LCUT > Form 8-K on 6-Aug-2013All Recent SEC Filings

Show all filings for LIFETIME BRANDS, INC

Form 8-K for LIFETIME BRANDS, INC


6-Aug-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Event


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

Effective August 2, 2013, the Board of Directors of Lifetime Brands, Inc. (the "Company") amended and restated the Company's by-laws (as amended and restated, the "Amended By-Laws") to include a new provision Section 6.7 entitled "Forum for Adjudication of Disputes." Section 6.7 designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim or breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine.

The foregoing summary of the Amended By-Laws is qualified in its entirety by reference to the complete text of the Amended By-Laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01 Other Events

On August 2, 2013, the Company's Board of Directors unanimously approved, at the recommendation of the Audit Committee of the Board, a revised Charter of the Audit Committee of the Board, a copy of which is attached to this Form 8-K as Exhibit 99.1. A copy of the revised charter is also available in the Investor Relations section of the Company's website.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Amended and Restated By-Laws of Lifetime Brands, Inc.

99.1 Lifetime Brands, Inc. Audit Committee Charter


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