UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
February 08, 2006
Date of report (date of earliest event reported)
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DIGITAL FUSION, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-24073 13-3817344
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4940-A Corporate Drive, Huntsville, AL 35805
(Address of Principal Executive Offices)
(256) 837-2620
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing in intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| 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 - Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 8, 2006, the Board of Directors adopted the Amended and Restated
Bylaws of the Company (the "Amended and Restated Bylaws"), effective immediately
upon their adoption, to supersede and replace the existing bylaws of the
Company. The modifications to the former bylaws were as a result of a review of
such bylaws by the Board of Directors in an attempt to update the former bylaws
and to clarify certain former bylaw provisions. Various provisions of the former
bylaws were either revised, reworded, reordered, or new provisions were added.
These amendments to the former bylaws include, among other items, provisions
that:
(i) Special meetings of the Company's stockholders can now only be called
pursuant to a resolution adopted by a majority of the total number of directors
which the Company would have if there were no vacancies. The previous bylaws
provided that the Board of Directors, the President or stockholders holding at
least ten percent of the outstanding shares of stock in the Corporation could
call a special meeting of the stockholders.
(ii) Special meetings of the Board of Directors can now only be called by
the Chairman of the Board, or by a majority of the Board of Directors. The
previous bylaws provided that the President or any two (2) board members could
call a special meeting of the Board of Directors.
(iii)The executive offices of Chief Technical Officer, Chief Information
Officer, and General Counsel were removed, and the officer position of Treasurer
was created.
(iv) The Company's indemnification obligations and a procedure for
claiming indemnification and receiving an advancement for defense expenses are
now expressly stated in the Amended and Restated Bylaws. The previous bylaws did
not contain such procedures.
(v) The Board of Directors was expanded from nine directors to fifteen
directors.
(vi) The Amended and Restated Bylaws may now be amended by majority vote
of the Board of Directors at any Board meeting, so long as notice of the
proposed change was given no less than twenty-four hours prior to the meeting.
The Amended and Restated Bylaws may also be amended by the affirmative vote of
eighty percent of the issued and outstanding shares of the Company entitled to
vote at a meeting of the stockholders, so long as notice of the proposed change
was given in the notice of the meeting. The previous bylaws provided that an
amendment to the bylaws could be adopted by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of all of the
members of the Board of Directors; provided, however, that if it was a special
meeting at which all of the members were not present, then the notice of such
meeting must have stated that the amendment of the bylaws was one of the
purposes of the meeting. The previous bylaws further provided that an amendment
to the bylaws could be adopted by the holders of a majority of the total
outstanding stock entitled to vote; provided that notice was given and that an
affirmative vote of sixty-seven percent of the issued and outstanding shares of
the Company entitled to vote was required for certain amendments.
The numbering of the Amended and Restated Bylaws does not conform to the
numbering of the previous bylaws of the Company.
The foregoing is merely a summary of the material terms of Amended and
Restated Bylaws and does not purport to be complete, and is qualified in its
entirety by the Amended and Restated Bylaws. A copy of the Amended and Restated
Bylaws is included as Exhibit 3.2 to this Form 8-K and incorporated herein by
reference. Also, a copy of the Company's prior bylaws is filed herewith as
Exhibit 3.2.1 to this Form 8-K and incorporated herein by reference for
comparison with the Bylaws.
Section 9 - Financial Statements Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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3.2* Copy of the Amended and Restated Bylaws of Digital
Fusion, Inc., dated February 8, 2006
3.2.1* Copy of the prior Bylaws of Digital Fusion, Inc.
* Filed herewith.
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.
Dated: February 14, 2006
DIGITAL FUSION, INC.
By: /s/ Elena I. Crosby
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Elena I. Crosby, Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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3.2* Copy of the Amended and Restated Bylaws of Digital
Fusion, Inc., dated February 8, 2006
3.2.1* Copy of the prior Bylaws of Digital Fusion, Inc.
* Filed herewith.