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): February 9, 2005
Russ Berrie and Company, Inc.
(Exact Name of Registrant as Specified in Charter)
New Jersey |
| 1-8681 |
| 22-1815337 |
(State or Other Jurisdiction |
| (Commission File Number) |
| (IRS Employer |
111 Bauer Drive, Oakland, New Jersey 07436
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (201) 337-9000
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Mr. Sidney Slauson has indicated his intention to retire from the Company’s Board of Directors, effective as of the date of the Company’s 2005 Annual Meeting of Shareholders, and in connection therewith, has declined to stand for re-election to the Company’s Board of Directors at such meeting, currently scheduled for May 4, 2005. Mr. Slauson intends to serve the remainder of his term as a director through the date of the 2005 Annual Meeting of Shareholders. As of such date, in recognition of his approximately forty years of dedicated service to the Company, he will receive the honorary title of “Director Emeritus”, and as such will be invited to attend meetings of the Board at his discretion.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the matters described in Item 5.02 above, the Revised Bylaws of the Company were amended on February 9, 2005, effective as of the date of the next Annual Meeting of Shareholders of the Company, currently scheduled for May 4, 2005, to set the number of directors of the Company’s Board of Directors to no more than nine (the previous provision set the number to no more than ten).
Section 9 — Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this report:
Exhibit 3.2(b)(m) Amendment to Revised Bylaws of the Company, adopted February 9, 2005, effective as of the date of the Company’s 2005 Annual Meeting of Shareholders.
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 hereunto duly authorized.
Date: February 15, 2005 | RUSS BERRIE AND COMPANY, INC. | ||
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| By: | /s/ John D. Wille |
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| John D. Wille | |
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| Vice President and | |
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| Chief Financial Officer |
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Exhibit Index
Exhibit 3.2(b)(m) Amendment to Revised Bylaws of the Company, adopted February 9, 2005, effective as of the date of the Company’s 2005 Annual Meeting of Shareholders.
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