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) April 23, 2002
ISOLYSER COMPANY, INC.
(Exact name of registrant as specified in charter)
Georgia 0-24866 58-1746149
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(State or other (Commission (IRS Employer
jurisdiction of File Number) (Identification No.)
incorporation)
512 Lehmberg Road, Columbus, Mississippi 39702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (662) 327-1863
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1850-E Beaver Ridge Circle, Norcross, Georgia 30071
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(Former name or former address, if changed since last report) (Zip Code)
ITEM 5. OTHER EVENTS.
At the last meeting of the Board of Directors of Isolyser Company, Inc.
(the "Registrant"), the Board of Directors amended the Bylaws of the Registrant
through the adoption of Amended and Restated Bylaws (the "Restated Bylaws"). The
Restated Bylaws are attached to this Current Report at Exhibit 3.1. The
amendment to the Bylaws, which becomes effective April 23, 2002 concurrently
with the mailing of Registrant"s proxy statement for the Registrant"s 2002
annual meeting of shareholders, is described below.
The sole change to the Registrant"s Bylaws accomplished by the Restated
Bylaws requires compliance with certain procedures for shareholder proposals to
be presented at shareholder meetings occurring after the Registrant"s 2002
annual meeting of shareholders. Among these requirements is a requirement that
notice of Board nominees or business to be conducted at an annual meeting must
be given to the Registrant at least 90 and not more than 120 days prior to the
first anniversary of the date on which the Registrant first mails its proxy
materials for the preceding year"s annual meeting of shareholders. These
requirements are set forth in Section 2.13 of the Restated Bylaws included as a
part of this Current Report. The purpose of these provisions is to ensure that
the Board of Directors has a meaningful opportunity to consider the
qualifications of proposed nominees or the advisability of other proposed
business and, where appropriate and at the discretion of the Board of Directors,
inform shareholders about such qualifications of nominees or advisability of
other business, as well as to provide a more orderly procedure for conducting
meetings of shareholders. Although the Restated Bylaws do not give the Board of
Directors power to disapprove shareholder nominations or proposals properly
proffered, the Restated Bylaws may have the effect of precluding or delaying a
contest for the election of directors or the consideration of other proposed
business and of discouraging or deterring a third party from conducting a
solicitation of proxies to elect its own slate of directors or to approve its
own proposal.
ITEM 7. EXHIBITS.
Exhibit No. Description
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3.1 Amended and Restated Bylaws of Registrant.
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.
ISOLYSER COMPANY, INC.
By: /s/ Roger G. Wilson
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Roger G. Wilson
Chief Financial Officer
Date: April 23, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Bylaws of Registrant.
1463114