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):
March 21, 2013
ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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001-15749
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31-1429215
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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7500 DALLAS PARKWAY, SUITE 700
PLANO, TEXAS 75024
(Address and Zip Code of Principal Executive Offices)
(214) 494-3000
(Registrant’s Telephone Number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 21, 2013, the Board of Directors (the “Board”) of Alliance Data Systems Corporation (the “Company”) adopted the First Amendment to the Third Amended and Restated Bylaws of the Company, which became effective immediately upon their adoption by the Board. The First Amendment to the Third Amended and Restated Bylaws adjusts the timeframe for advance notice of business for stockholders meetings. The Company’s First Amendment to the Third Amended and Restated Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Document Description
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3.1
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First Amendment to the Third Amended and Restated Bylaws of Alliance Data Systems Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Alliance Data Systems Corporation
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Date: March 22, 2013
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By:
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/s/ Charles L. Horn
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Charles L. Horn
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Executive Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Document Description
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3.1
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First Amendment to the Third Amended and Restated Bylaws of Alliance Data Systems Corporation
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Exhibit 3.1
FIRST AMENDMENT TO THE
THIRD AMENDED AND RESTATED BYLAWS
OF
ALLIANCE DATA SYSTEMS CORPORATION
(Adopted by the Board of Directors effective as of March 21, 2013)
This First Amendment to the Third Amended and Restated Bylaws of Alliance Data Systems Corporation, a Delaware corporation (the “Company”), (the “Bylaws”), hereby amends the Bylaws in the following respects:
Section 2.5.1(a) of Article II is hereby amended and restated in its entirety to read as follows:
(a) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the Company and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.5.1(d), a stockholder’s notice to the secretary with respect to such business, to be timely, must (x) comply with the provisions of this Section 2.5.1(a) and (y) be timely updated by the times and in the manner required by the provisions of Section 2.5.1(c). A stockholder’s notice must be received by the secretary at the principal executive offices of the Company (a) not less than 120 days nor more than 150 days before the first anniversary date of the Company's proxy statement in connection with the last annual meeting of stockholders, or (b) if no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year's proxy statement, or if the stockholder proposal is for a special meeting, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described in this Section 2.5.1.