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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30, 2003
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ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16407 13-4151777
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
345 EAST MAIN STREET, WARSAW, INDIANA 46580
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(Address of principal executive offices) (Zip Code)
(574) 267-6131
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On July 29, 2003, the Board of Directors of Zimmer Holdings, Inc. (the
"Company") unanimously approved and adopted an amendment ("Amendment No. 1") to
the Restated By-Laws of the Company. Amendment No. 1 provides that in the event
the Chairman of the Board is absent from, or unable to act as chairman of, a
meeting of the stockholders, (i) the Vice-Chairman, if any, (ii) the President
and Chief Executive Officer, (iii) the Chief Financial Officer, (iv) the General
Counsel or (v) the Controller of the Company, in the order named, shall act as
chairman of the meeting of stockholders in place of the Chairman of the Board of
Directors.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3.1 Amendment No. 1 to the Restated By-Laws of Zimmer Holdings, Inc.,
dated as of July 29, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zimmer
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIMMER HOLDINGS, INC.
By: /s/ David C. Dvorak
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David C. Dvorak
Senior Vice President, Corporate
Affairs, General Counsel and Secretary
Date: July 30, 2003
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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3.1 Amendment No. 1 to the Restated By-Laws of Zimmer Holdings, Inc.,
dated as of July 29, 2003.
4