UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 2014
UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-10653 | | 36-3141189 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | |
One Parkway North Blvd. Suite 100 Deerfield, Illinois | | 60015-2559 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (847) 627-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 17, 2014, the Board of Directors of United Stationers Inc. (the “Company”) adopted an amendment to the Company’s Bylaws adding a new Section 9.14. Section 9.14 provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain actions involving the Company or its directors, officers, stockholders, employees or agents.
The Amended and Restated Bylaws of the Company, as amended to include Section 9.14, are filed as Exhibit 3.1 to this report. The foregoing description of Section 9.14 is qualified in its entirety by the full text of Section 9.14 included in the Amended and Restated Bylaws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 3.1* | | Amended and Restated Bylaws of United Stationers Inc., dated as of July 17, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | | | UNITED STATIONERS INC. |
| | | |
| Date: July 24, 2014 | | | | | | /s/ Eric A. Blanchard |
| | | | | | Eric A. Blanchard |
| | | | | | Senior Vice President, General Counsel and Secretary |
