UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 27, 2005
First Franklin Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-16362 31-1221029
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
4750 Ashwood Drive, Cincinnati, Ohio 45241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 469-5352
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(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 (see General 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 27, 2005, the Board of Directors of First Franklin Corporation
(the "Company") adopted Amended and Restated Bylaws of the Company (the "Amended
Bylaws"). The adoption of the Amended Bylaws did not require stockholder
approval and the Amended Bylaws became effective on June 27, 2005. Several of
the amendments were technical or conforming only. Certain of the more
substantive amendments contained in the Amended Bylaws, along with the
corresponding section thereof, are set forth below.
ARTICLE II
MEETINGS OF STOCKHOLDERS
- - Section 1, Place of Meetings, was amended to permit the Board of
Directors, in its discretion, to hold meetings of stockholders solely by
means of remote communication.
- - Section 2, Annual Meetings, was amended to (i) provide that an annual
meeting is not required to be held if the directors of the Company are
elected by written consent in lieu of an annual meeting and (ii) provide
that notice of an annual meeting shall be given to the Company's
stockholders not less than 10 (instead of 20) nor more than 60 (instead of
50) days prior to the date of the meeting, as permitted by Section 222 of
the Delaware General Corporation Law (the "DGCL").
- - Section 3, Special Meetings, was amended to provide that not less than 10
(instead of 20) nor more than 60 (instead of 50) days' notice of an annual
meeting shall be given to the Company's stockholders prior to the date of
the meeting, as permitted by Section 222 of the DGCL.
- - Section 5, Voting, was amended to clarify that at all meetings for the
election of directors the candidates receiving the greatest number of
votes will be elected, whereas any other matter brought before a meeting
of the stockholders shall be decided by a majority of the Company's stock
present in person or by proxy and entitled to vote on the matter.
- - Section 6, List of Stockholders Entitled to Vote, was amended to (i)
reduce from 20 to 10 the number of days prior to a meeting of the
Company's stockholders by which the Company shall compile a list of the
stockholders entitled to vote at the meeting, and during which any
stockholder may examine the list for any purpose germane to the meeting,
and (ii) provide that if the meeting is to be held solely by the means of
remote communication, then the stockholder list shall also be available to
the stockholders on a reasonably accessible electronic network, all as
permitted by Section 219 of the DGCL.
- - Section 8, Proxies, was amended to provide that no proxy shall be valid
after three years from the date of its execution unless the proxy provides
for a longer period, as set forth in Section 215 of the DGCL.
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- - Former Section 9, Voting of Shares in the Name of Two or More Persons, was
deleted in its entirety. These matters are addressed by Section 217 of the
DGCL.
- - New Section 9, Inspectors of Election, formerly Section 11, was amended to
provide that the Company shall appoint one or more inspectors of election,
instead of one or three, for each meeting of stockholders and to set forth
the requirements and the duties of the inspectors, as provided by Section
231 of the DGCL.
- - Former Section 10, Voting Shares by Certain Holders, was deleted in its
entirety. These matters are addressed in Sections 160 and 217 of the DGCL.
- - New Section 11, New Business and Nominations, formerly Section 13, was
amended to revise the procedures that stockholders must follow to bring
any new business before, or to nominate any directors for election at, a
meeting of the Company's stockholders. Generally, the new section requires
that, for annual meetings, a stockholder must give notice to the Company
of any new business or director nominations to be presented at the meeting
not more than 120 nor less than 90 days prior to the anniversary date of
the preceding year's annual meeting. The new section also sets forth
certain information that must be provided to the Company by a stockholder
proposing new business or making director nominations. Nothing in this new
section, however, shall affect the rights of any stockholder to request
inclusion of stockholder proposals under Section 14a-8 of the Securities
Exchange Act of 1934.
- - New Section 12, Consent of Stockholders in Lieu of Meeting, was added to
provide that any stockholder vote may be taken by the written consent of
the holders of outstanding stock having at least the minimum number of
votes that would be necessary to authorize the action at a meeting at
which all shares entitled to vote on the matter were present and voted.
ARTICLE III
DIRECTORS
- - Section 1, Number of Election of Directors, was amended to provide that
the directors may fix or change the number of directors of the Company
from time to time by resolution of the board and that directors of the
Company need not be stockholders.
- - Section 2, Classes; Vacancies, was amended to delete superfluous language
regarding the election of directors at the first, second and third annual
meetings of stockholders.
- - Section 3, Duties and Powers, was amended to delete the requirement that
the board elect a president from among its members.
- - Section 6, Actions without a Meeting, was amended to provide that actions
taken by the board or a committee without a meeting may be done by
electronic transmission in addition to writings.
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- - Section 8, Compensation, was amended to clarify that the board has the
authority to fix the compensation of directors and to delete a provision
stating that directors may receive a stated salary.
- - Former Section 10, Corporate Books, has been renumbered as Section 9.
- - Former Section 12, Resignation, has been renumbered as Section 10.
- - Former Section 13, Nominating Committee, was deleted in its entirety. The
board's authority to appoint a nominating committee is set forth in
Article IV, Section 1 and the duties of the nominating committee are set
forth in the nominating committee's charter.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
- - Section 1, Appointment, was amended to provide that the board may
designate an executive committee, an audit committee, a nominating
committee and such other committees as it may deem necessary, and to set
forth limitations on the powers of such committees.
- - Former Section 3, Tenure, was deleted in its entirety and was replaced by
new Section 3, Alternate Members, that permits the board to designate one
or more directors as alternate members of any committee.
- - Section 4, Meetings, Section 5, Quorum, Section 6, Action Without a
Meeting, Section 7, Vacancies, and Section 8, Resignations and Removal,
were each amended to delete specific references to the executive committee
to more generally refer to any committee.
- - Former Section 10, Other Committees, was deleted in its entirety. The
authority of the board to create committees is set forth is Section 1.
ARTICLE V
OFFICERS
- - Section 1, General, was amended to clarify that the officers of the
Company shall include a president, secretary and treasurer, that the board
has the authority to appoint any number of vice presidents and assistant
officers and any other officers, and that any individual may hold multiple
offices.
- - Section 4, Voting Securities Owned by the Corporation, was deleted in its
entirety.
- - Section 4, President, formerly Section 5, was amended to delete the
requirement that the president must be a director of the Company.
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ARTICLE VI
STOCK
- - Section 1, Form of Certificates, was amended to provide that stock
certificates of the Company may also be signed by the chairman or vice
chairman of the board, as provided by Section 158 of the DGCL.
- - Section 2, Signatures, was amended to provide that signatures on stock
certificates of the Company may be facsimiles and that if any officer,
transfer agent or registrar who has signed a certificate shall cease to be
an officer, transfer agent or registrar before the certificate is issued,
the certificate is still valid.
- - Section 5, Record Date, was amended to provide that any record date
established by the board shall not be more than 60 (instead of 50) or less
than 10 (instead of 20) days before the date of any meeting of the
stockholders, nor more than 60 (instead of 50) days prior to any other
action, as permitted by Section 213 of the DGCL.
ARTICLE VII
NOTICES
- - Section 1, Notices, was amended to provide that whenever written notice is
required, it may be given by cable, facsimile, electronic mail or other
electronic transmission.
ARTICLE X
INDEMNIFICATION
- - Section 1, Indemnification as of Right, was amended to more closely track
the language of Section 145 of the DGCL. Section 1 provides that the
Company shall indemnify any person who is a party or threatening to be
made a party to any action or suit by reason of the fact that the person
was a director, officer, employee or agent of the Company, or was serving
in such capacity at the request of the Company in another corporation or
enterprise, against all expenses, judgments, fines and amounts paid in
settlement incurred by such person in connection with the action if the
person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interest of the Company.
- - New Section 2, Discretionary Indemnification, was added to provide that
the Company shall have the power, but not the obligation, to indemnify
persons who are sued or threatened with a suit by the Company directly
(rather than a derivative action and the right of the Company) if the
person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Company, except that
no indemnification shall be made if the person is judged liable for
negligence or misconduct in the performance of his duty to the Company.
- - New Section 3, Indemnification as of Right for Expenses, was added to
provide that, to the extent that a person entitled to indemnification
under Article X has been successful on the merits or otherwise in
defending any action or suit, such person shall be indemnified against
expenses actually and reasonably incurred by the person.
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- - New Section 4, Determination Required, was added to (i) provide that any
indemnification to be made by the Company shall be made only as authorized
upon the determination that the indemnification is proper under the
circumstances because the person has met the applicable standard of
conduct set forth is Sections 1 and 2, and (ii) to set forth procedures
for making such determinations.
- - Section 5, Advances for Expenses, formerly Section 2, was amended to
provide that all expenses incurred by a director, trustee, officer,
employee or agent in defending a civil or criminal suit may be paid by the
Company in advance of final disposition of the action or suit upon the
receipt of an undertaking by the person to repay the amounts advanced if
it is ultimately determined that the person is not entitled to
indemnification.
- - Section 6, Indemnification Not Exclusive, was amended to clarify that the
indemnification rights provided in the Amended Bylaws are not exclusive of
any other rights of the person to be indemnified or have expenses
advanced.
- - New Section 8, Definitions, was added setting forth certain definitions
used in the indemnification section.
The provisions of the Amended Bylaws listed above and the descriptions
thereof are qualified in their entirety by reference to the full text of the
Company's Amended and Restated Bylaws, which is attached as Exhibit 3.1 hereto
and is incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(a) and (b). Not applicable.
(c) Exhibits.
Exhibit 3.1 Amended and Restated Bylaws of First Franklin Corporation
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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.
FIRST FRANKLIN CORPORATION
By: /s/ Daniel T. Voelpel
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Daniel T. Voelpel
Vice President and Chief Financial
Officer
Date: June 30, 2005
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