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): July 23, 2009
Mettler-Toledo
International Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
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File
No. 001-13595
(Commission
File Number)
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13-3668641
(IRS
Employer Identification No.)
|
Im
Langacher, P.O. Box MT-100
CH-8606,
Greifensee, Switzerland
and
1900
Polaris Parkway
Columbus,
OH 43240
__________________________________________
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area
code: +41-1-944-2211 and
1-614-438-4511
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:
[ ] 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))
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On July 23, 2009, the Board of
Directors (the “Board”) of Mettler-Toledo International Inc. (the
“Company”) approved certain amendments to the Amended By-laws of the Company
(the “By-laws”), effective immediately.
The advance notice provisions in
Article I, Sections 10-11 of the By-laws were amended to provide, among other
things, that: (i) stockholders must generally give the Company notice of a
stockholder proposal or director nomination 90 to 120 days before the
anniversary date of the previous year’s annual meeting (the old provision
generally required notice 60 to 90 days in advance of the annual meeting),
subject to extension under certain circumstances; (ii) proposing
stockholders must disclose additional information about themselves and any other
interested parties, including information about hedging or derivative
transactions with respect to the Company’s securities; (iii) if the size of
the Board is expanded, stockholders will, under certain circumstances, have
additional time to provide notice of their director nomination; (iv) the
advance notice provisions do not apply to stockholder proposals made pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934; (v) the postponement
or adjournment of a meeting does not restart or extend the period for giving
notice; and (vi) a stockholder proposing business or nominating a person
for director must appear at meeting in person or by proxy.
The provisions in Article I, Section 2
of the By-laws relating to stockholder requests for special meetings were
amended to provide, among other things, that: (i) a meeting must be set for
between 90 and 100 days after the date of a properly made stockholder request;
(ii) stockholders requesting special meetings should disclose the same
information as that required by the advance notice provisions and must comply
with certain form and delivery requirements; and (iii) stockholders
requesting a special meeting must appear at that meeting in person or by proxy
to present a proposal.
The foregoing description of the
amendments does not purport to be complete and is qualified in its entirety by
reference to the full text of (i) the prior By-laws, a copy of which is filed as
Exhibit 3.2 to the Company’s Annual Report on Form 10-K dated February 16, 2007
and incorporated herein by reference, and (ii) the By-laws as amended and
restated on July 23, 2009, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
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3.1
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Amended
By-Laws of Mettler-Toledo International Inc., effective as of
July 23, 2009.
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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.
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METTLER-TOLEDO
INTERNATIONAL INC.
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Date: July
27, 2009
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By:
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/s/
James T. Bellerjeau
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|
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James
T. Bellerjeau
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General
Counsel |
Exhibit
Index
Exhibit
No. Description
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3.1
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Amended
By-Laws of Mettler-Toledo International Inc., effective as of
July 23, 2009.
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