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): October 27, 2004
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ARROW INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-20212 23-1969991
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2400 Bernville Road, Reading, Pennsylvania 19605
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (610) 378-0131
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ARROW INTERNATIONAL, INC.
Item 1.01. Entry into a Material Definitive Agreement.
On October 27, 2004, the Board of Directors of Arrow International, Inc. (the
"Company") approved a voluntary early retirement program for all of the
Company's salaried exempt and non-exempt employees in its three locations in the
Reading, PA area who are or become age 57 or above and have at least five years
of service with the Company as of January 31, 2005. The program provides that
each such eligible employee who elects to retire from the Company on or between
November 10, 2004 and January 31, 2005 will (1) receive payments equal to two
weeks pay for each year of his or her service and a lump sum payment of $20,000,
(2) be eligible for benefits under the Company's retirement plan as if such
employee had retired at age 65, and (3) have their stock options issued under
the Company's stock incentive plans, which are unvested as of the effective date
of his or her retirement, accelerated so as to vest and become fully exercisable
as of such date. A certified copy of the Board of Directors' resolutions
authorizing this program and setting forth its terms and conditions has been
filed as Exhibit 10.35 to this report and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 27, 2004, the Company's Board of Directors announced the retirement
of the Company's President and Chief Operating Officer, Philip B. Fleck,
effective as of December 31, 2004, and other changes in the composition of some
of its executive officers. A copy of the Company's press release dated November
1, 2004 announcing these changes is attached to this report as Exhibit 99.1 and
is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 27, 2004, the Company's Board of Directors approved amendments to the
Company's By-laws, which became effective immediately. These amendments effect
changes to the following provisions of the By-laws:
These amendments to the By-laws effectuate certain provisions of Pennsylvania
Act 34 of 2001, also known as the "GAA Amendments Act of 2001", which amended
the Pennsylvania Business Corporation Law (Title 15). Many of the amendments are
in the nature of modernization and clarification provisions, recognizing the
prevalence of electronic means of communication and record keeping. Therefore,
Section 3.8 of the By-laws was amended to permit the execution or authentication
of a proxy, either in writing or via electronic means. Action by the Board of
Directors and its Committees by means of unanimous consent may now also be
accomplished through electronic
means. Participation in Board meetings by electronic means, in addition to
telephone conferences, is also permitted, and corporate records may be kept by
means of electronic media, rather than merely in written form. In addition to
the modernization and clarification provisions, Sections 10.4 and 10.5 of the
By-laws, concerning indemnification of directors, officers and employees, were
amended as permitted by Pennsylvania Act 34 of 2001 to provide that a director,
officer or employee who seeks indemnification must provide information and
documentation to the Company supporting the indemnification claim. In addition,
the Company is now permitted to advance expenses for an indemnified director,
officer or employee automatically upon receipt of such person's written
undertaking to repay such sums if it is later determined that he or she is not
entitled to indemnification, thereby eliminating the delay that would be
occasioned by the need for action by the Board of Directors.
A copy of the By-laws of the Company, as so amended and restated, has been filed
as Exhibit 3.2 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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3.2 By-laws of the Company, as amended and restated.
10.35 Certified Copy of Corporate Resolutions of the Company,
dated October 27, 2004, authorizing and setting forth the
terms and conditions of the Company's Early Retirement
Program.
99.1 Press release dated November 1, 2004 issued by the Company
regarding, among other things, retirement of President and
COO, Philip B. Fleck, and certain other organizational
changes.
ARROW INTERNATIONAL, INC.
SIGNATURE
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.
ARROW INTERNATIONAL, INC.
Date: November 2, 2004 By: /s/ Frederick J. Hirt
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Frederick J. Hirt
Chief Financial Officer and
Senior Vice President-Finance
(Principal Financial Officer and
Chief Accounting Officer)
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT METHOD OF FILING
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3.2 By-laws of the Company, as amended and Furnished herewith
restated.
10.35 Certified Copy of Corporate Resolutions Furnished herewith.
of the Company, dated October 27, 2004,
authorizing and setting forth the terms
and conditions of the Company's Early
Retirement Program.
99.1 Press release dated November 1, 2004 Furnished herewith.
issued by the Company regarding, among
other things, retirement of President and
COO, Philip B. Fleck, and certain other
organizational changes.