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DRC > SEC Filings for DRC > Form 8-K on 9-Aug-2013All Recent SEC Filings

Show all filings for DRESSER-RAND GROUP INC.



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

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

On August 8, 2013, the Board of Directors (the "Board") of Dresser-Rand Group Inc. (the "Company"), upon the recommendation of the Board's Nominating and Governance Committee, approved an amendment to the Company's Amended and Restated By-Laws (the "By-Laws"), effective immediately, to add a new Section 8.04 entitled "Forum for Adjudication of Disputes." Section 8.04 provides that, unless the Company consents in writing to the selection of an alternate forum, the sole and exclusive forum for the following actions shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware):

any derivative action or proceeding brought on behalf of the Company;

any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company's stockholders;

any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company's certificate of incorporation or By-Laws; or

any action asserting a claim governed by the internal affairs doctrine.

Section 8.04 will not apply where the Delaware courts are unable to obtain personal jurisdiction over an indispensable party named as a defendant. Any person or entity purchasing or otherwise acquiring any interest in shares of Company stock shall be deemed to have notice of and consented to the provisions in Section 8.04.

The foregoing summary of the amendment to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.2 Amended and Restated By-Laws of Dresser-Rand Group Inc.

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