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CPSI > SEC Filings for CPSI > Form 8-K on 29-Oct-2013All Recent SEC Filings

Show all filings for COMPUTER PROGRAMS & SYSTEMS INC

Form 8-K for COMPUTER PROGRAMS & SYSTEMS INC


29-Oct-2013

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


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

On October 28, 2013, the Board of Directors (the "Board") of Computer Programs and Systems, Inc. (the "Corporation") adopted an amendment to the Amended and Restated Bylaws of the Corporation (as amended, the "Bylaws"), effective on such date, to re-designate Section 7.6 as Section 7.7 and add a new Section 7.6 which provides that, unless the Corporation consents in writing to the selection of an alternative forum, 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 employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation or any director, officer or employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Corporation's Certificate of Incorporation or the Bylaws or (v) any action asserting a claim against the Corporation or any director, officer or employee of the Corporation governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another 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), in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. The amendment 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 foregoing provision.

The above description of the Bylaws is not complete and is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3 to this Form 8-K and incorporated herein by reference.


Item 9.01.     Financial Statements and Exhibits.
(d)  Exhibits.

Exhibit Number            Exhibit
3                         Amended and Restated Bylaws of Computer Programs and
                          Systems, Inc., as amended October 28, 2013


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