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DDE > SEC Filings for DDE > Form 8-K on 25-Oct-2013All Recent SEC Filings




Notice of Delisting or Failure to Satisfy a Continued List

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 23, 2013, our Board of Directors appointed Patrick J. Bagley, an existing member of our Board of Directors, to fill the vacancy on our Audit Committee and to become Chairman of the Audit Committee. As noted in our Form 8-K dated July 25, 2013, the death of Kenneth K. Chalmers reduced our Audit Committee to two members. The appointment of Mr. Bagley brings our Audit Committee back to three members in compliance with Section 303A of the NYSE Listed Company Manual.

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

On October 23, 2013, our Board of Directors adopted Amended and Restated By-laws Effective October 23, 2013.

The Amended and Restated By-laws add a forum selection provision for the adjudication of disputes. New Section 8.9 provides that, unless the Corporation consents in writing to the selection of an alternative forum, a state or federal court in the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. The
Section further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provision.

Section 1.2 to our By-laws was amended to conform the address of the Corporation's registered office to what is on file with the State of Delaware, namely 3505 Silverside Road, Plaza Centre Building, Suite 203, Wilmington, DE 19810 or such other place as may be designated by the Board of Directors in accordance with the Delaware Corporation Law.

The above is qualified in its entirety by the full text of the Amended and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit is filed with this Current Report on Form 8-K:

3.1 Amended and Restated By-laws of Dover Downs Gaming & Entertainment, Inc. Effective October 23, 2013.

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