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): August 30, 2019

 

PCM, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

000-25790

 

95-4518700

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

1940 E. Mariposa Avenue
El Segundo, California 90245

 

(Address of Principal Executive Offices, and Zip Code)

 

 

310-354-5600
(Registrant’s Telephone Number, Including Area Code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of eacth class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common Stock, Par Value $0.001 Per Share

 

PCMI

 

The NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Introductory Note.

 

On August 30, 2019 (the “Closing Date”), pursuant to that certain Agreement and Plan of Merger, dated as of June 23, 2019, (the “Merger Agreement”), by and among PCM, Inc., a Delaware corporation (“PCM” or the “Company”), Insight Enterprises, Inc., a Delaware corporation (“Insight”), and Trojan Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Insight (“Merger Sub”), the Company merged with and into Merger Sub (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Insight.

 

Item 1.02.                                        Termination of Material Definitive Agreement.

 

On August 30, 2019, in connection with the Merger, the Company terminated its existing credit facility and repaid all outstanding loans thereunder.  The existing credit facility was governed by the terms and conditions of a Fifth Amended and Restated Loan and Security Agreement (the “Fifth Amended Loan Agreement”), dated October 24, 2017, by and among the financial institutions from time to time parties to the Fifth Amended Loan Agreement as lenders, Wells Fargo Capital Finance, LLC as administrative agent, co-lead arranger and co-bookrunner, Bank of America, N.A. as co-lead arranger, co-bookrunner and syndication agent, the Company, all of its wholly-owned domestic subsidiaries, all of its Canadian subsidiaries and its PCM UK subsidiary.  The Fifth Amended Loan Agreement was terminated without penalty and all collateral securing repayment of amounts due under the Fifth Amended Loan Agreement was released.

 

Item 2.01                                           Completion of Acquisition or Disposition of Assets.

 

The information set forth in the Introductory Note is incorporated herein by reference.

 

Under the terms of the Merger Agreement, which was adopted by the Company’s stockholders at the special meeting of the Company’s stockholders held on August 26, 2019, at the effective time of the Merger on the Closing Date (the “Effective Time”), each share of common stock, par value $0.001, of the Company (“Company Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) Company Stock owned by Insight, Merger Sub or the Company or any of their respective direct or indirect wholly-owned subsidiaries, in each case, not held by third parties, and (ii) Company Stock owned by stockholders of the Company who have perfected and not withdrawn a demand for appraisal pursuant to Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive $35.00 in cash, without interest (the “Merger Consideration”).

 

At the Effective Time, (i) each outstanding Company option to purchase Company Stock under the Company’s stock plans, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the excess of the Merger Consideration over the exercise price of such option and (ii) each restricted stock unit outstanding under the Company’s stock plans (each, a “Company RSU”), whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the Merger Consideration plus any accrued and unpaid dividend equivalents with respect to such Company RSU.

 

The foregoing description of the Merger and the Merger Agreement contained in this Section 2.01 is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 24, 2019 and is incorporated by reference as Exhibit 2.1 hereto and in this Item 2.01.

 

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Item 3.01                                           Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference.

 

In connection with the consummation of the Merger, the Company notified the Nasdaq Global Market (“Nasdaq”) on August 30, 2019 of the consummation of the Merger and the transactions contemplated by the Merger Agreement.  As part of such notice, the Company requested that Nasdaq (i) halt trading in the Company Stock for August 30, 2019 and suspend trading of the Company Stock effective before the opening of trading on August 30, 2019 and (ii) file with the SEC a notification of removal from listing on Form 25 to report that the Company Stock is no longer listed on Nasdaq.  Nasdaq filed the Form 25 with the SEC on August 30, 2019.  The Company intends to file with the SEC a Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the deregistration of the Company Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Item 3.03                                           Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note and in Item 2.01, 3.01 and 5.02 is incorporated herein by reference.

 

At the Effective Time, each holder of Company Stock immediately prior to such time ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

 

Item 5.01                                           Changes in Control of Registrant.

 

The information set forth in Item 2.01, 3.01 and Item 5.02 are incorporated herein by reference.

 

As a result of the completion of the Merger on August 30, 2019, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Insight.  The aggregate consideration paid by Insight in the Merger was approximately $474 million, without giving effect to related transaction fees and expenses.  The purchase price was funded by a combination of (i) cash on hand, and (ii) borrowings under a new credit agreement, which provides for a senior revolving credit facility in an aggregate amount equal to the U.S. dollar equivalent of $1,200 million.

 

Item 5.02                                           Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Agreements of Certain Officers.

 

As of the Effective Time and pursuant to the terms of the Merger Agreement, each of Frank F. Khulusi, Thomas A. Maloof, Ronald B. Reck and Paul C. Heeschen ceased to be a director of the Company.

 

Additionally, as of the Effective Time and pursuant to the terms of the Merger Agreement, each of (a) Frank F. Khulusi, Chairman of the Board and Chief Executive Officer, (b) Robert J. Miley, President, (c) Brandon H. LaVerne, Chief Financial Officer, Treasurer, Chief Accounting Officer and Assistant Secretary, (d) Robert I. Newton, Executive Vice President, Chief Legal Officer and Secretary and (e) Simon M. Abuyounes, Executive Vice President - IT and Operations ceased acting in their roles as the executive officers described above.

 

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Item 5.03                                           Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

 

As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the bylaws of the Company were amended and restated in its entirety.

 

The foregoing description of the amendment and restatement of each of the Company’s certificate of incorporation and bylaws in this Section 5.03 is not complete and is qualified in its entirety by reference to the full text of the certificate of incorporation and the amended and restated bylaws of the Company attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 8.01              Other Events

 

On August 30, 2019, the Company and Insight issued a joint press release announcing the completion of the Merger. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.             Financial Statements and Exhibits

 

(d) The following exhibits are filed as part of this report:

 

Exhibit
Number

 

Description

2.1

 

Agreement and Plan of Merger, dated as of June 23, 2019, by and among Insight Enterprises, Inc., Trojan Acquisition Corp. and PCM, Inc. (incorporated by reference to Exhibit 2.1 to PCM, Inc.’s Current Report on Form 8-K filed on June 24, 2019). (Certain schedules (or similar attachments) to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish copies of any such schedules (or similar attachments) to the U.S. Securities and Exchange Commission or its staff upon request.)

3.1

 

Certificate of Incorporation of PCM, Inc.

3.2

 

Amended and Restated Bylaws of PCM, Inc.

99.1

 

Joint Press Release by PCM, Inc. and Insight Enterprises, Inc. on August 30, 2019

 

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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.

 

 

 

PCM, INC.

 

 

 

 

 

/s/ Glynis A. Bryan

 

Name:

Glynis A. Bryan

 

Title:

Chief Financial Officer

 

 

Date: August 30, 2019

 

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Exhibit 3.1

 

CERTIFICATE OF INCORPORATION
OF
PCM, INC.

 

FIRST.  The name of the corporation is PCM, Inc. (the “Corporation”).

 

SECOND.  The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, 19801.  The name of its registered agent at such address is The Corporation Trust Company.

 

THIRD.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

 

FOURTH.  The total number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock (“Common Stock”), and the par value of each of such shares is $0.01.

 

FIFTH.  The board of directors of the Corporation is expressly authorized to adopt, amend or repeal by-laws of the Corporation.

 

SIXTH.  Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

 

SEVENTH.  Any action required or permitted to be taken by the holders of Common Stock of the Corporation, including but not limited to the election of directors, may be taken by written consent or consents.

 

EIGHTH.  A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended.  No amendment, modification or repeal of this Article EIGHTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

 

1


Exhibit 3.2

 

 

 

 

BYLAWS

 


OF

 

PCM, INC.

 

 

 

AS ADOPTED BY THE BOARD OF DIRECTORS

 

ON

 

August 30, 2019

 

 

 


 

Table of Contents

 

 

 

 

Page

Article I Stockholders

1

 

 

 

Section 1.1.

Annual Meetings

1

 

Section 1.2.

Special Meetings

1

 

Section 1.3.

Notice of Meetings

1

 

Section 1.4.

Adjournments

2

 

Section 1.5.

Quorum

2

 

Section 1.6.

Organization

2

 

Section 1.7.

Voting; Proxies

2

 

Section 1.8.

Fixing Date for Determination of Stockholders of Record

3

 

Section 1.9.

List of Stockholders Entitled to Vote

4

 

Section 1.10.

Consent of Stockholders in Lieu of Meeting

4

 

 

 

 

Article II Board of Directors

6

 

 

 

Section 2.1.

Powers; Number; Qualifications

6

 

Section 2.2.

Election; Term of Office; Resignation; Removal; Vacancies

6

 

Section 2.3.

Regular Meetings

6

 

Section 2.4.

Special Meetings

6

 

Section 2.5.

Participation in Meetings by Conference Telephone Permitted

6

 

Section 2.6.

Quorum; Vote Required for Action

7

 

Section 2.7.

Organization

7

 

Section 2.8.

Action by Directors Without a Meeting

7

 

Section 2.9.

Compensation of Directors

7

 


 

Article III Committees

7

 

 

 

Section 3.1.

Committees

7

 

Section 3.2.

Committee Rules

8

 

 

 

 

Article IV Officers

8

 

 

 

Section 4.1.

Officers; Election

8

 

Section 4.2.

Term of Office; Resignation; Removal; Vacancies

8

 

Section 4.3.

Powers and Duties

8

 

 

 

 

Article V Stock

9

 

 

 

Section 5.1.

Stock Certificates and Uncertificated Shares

9

 

Section 5.2.

Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates

9

 

 

 

 

Article VI Indemnification of Officers, Directors, Employees and Agents

9

 

 

 

 

 

Section 6.1.

Right to Indemnification

9

 

Section 6.2.

Authority to Advance Expenses

10

 

Section 6.3.

Right of Claimant to Bring Suit

10

 

Section 6.4.

Provisions Nonexclusive

11

 

Section 6.5.

Authority to Insure

11

 

Section 6.6.

Survival of Rights

11

 

Section 6.7.

Settlement of Claims

11

 

Section 6.8.

Effect of Amendment

11

 

Section 6.9.

Subrogation

11

 

Section 6.10.

No Duplication of Payments

12

 

Section 6.11.

Indemnification of Employees and Agents of the Corporation

12

 

Section 6.12.

Severability

12

 

 

 

 

Article VII Miscellaneous

12

 

 

 

 

 

Section 7.1.

Fiscal Year

12

 

Section 7.2.

Seal

12

 

Section 7.3.

Waiver of Notice of Meetings of Stockholders, Directors and Committees

12

 

Section 7.4.

Interested Directors; Quorum

13

 

Section 7.5.

Form of Records

13

 

Section 7.6.

Amendment of By-Laws

13

 


 

BY-LAWS

 

OF

 

PCM, INC.

 

(THE “CORPORATION”)

 

ARTICLE I

 

Stockholders

 

Section 1.1.                                 Annual Meetings.  An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be designated by the Board of Directors from time to time.  Any other proper business may be transacted at the annual meeting.

 

Section 1.2.                                 Special Meetings.  Special meetings of stockholders may be called at any time by the Chairperson of the Board of Directors, if any, the Vice Chairperson of the Board, if any, the President or the Board, to be held at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held by means of remote communication, as may be stated in the notice of the meeting.

 

Section 1.3.                                 Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.  In addition, if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication, or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which the stockholder has consented to receive notice.  If such notice is transmitted by a posting on an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such posting, and (ii) the giving of such separate notice.  If such notice is transmitted by any other form of electronic transmission, such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934

 


 

(the “Exchange Act”) and Section 233 of the Delaware General Corporation Law. For purposes of these by-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process.

 

Section 1.4.                                 Adjournments.  Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

Section 1.5.                                 Quorum.  At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum.  In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, either (i) the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present or represented or (ii) the Chairperson of the meeting may on his or her own motion adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum of such class shall be so present and represented without the approval of the stockholders who are present in person or represented by proxy and entitled to vote, without notice other than announcement at the meeting. Shares of its own capital stock belonging on the record date for determining stockholders entitled to vote at the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

 

Section 1.6.                                 Organization.  Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors, if any, or in the absence of the Chairperson of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting.  The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.

 

Section 1.7.                                 Voting; Proxies.  Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled

 

2


 

to one vote for each share of stock held by such stockholder which has voting power upon the matter in question.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation.  Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  In all other matters, unless otherwise provided by law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.  For purposes of this Section 1.7, votes cast “for” or “against” and “abstentions” with respect to such matter shall be counted as shares of stock of the Corporation entitled to vote on such matter.

 

Section 1.8.                                 Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.  If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.8 at the adjourned meeting.

 

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board.  If no record date has been fixed by

 

3


 

the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

 

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

 

Section 1.9.                                 List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Nothing in this Section shall require the Corporation to include electronic mail addresses or other electronic content information on such list.  Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

 

Section 1.10.                          Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,

 

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without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

 

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons authorized to act for a stockholder, member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 1.10, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder, member or proxyholder or by a person or persons authorized to act for the stockholder, member or proxyholder and (b) the date on which such stockholder, member or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission, may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded if, to the extent and in the manner provided by resolution of the Board of Directors, these by-laws or certificate of incorporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

 

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents

 

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signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.10.

 

ARTICLE II

 

Board of Directors

 

Section 2.1.                                 Powers; Number; Qualifications.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation.  The Board shall consist of one or more members, each of whom shall be a natural person, the number thereof to be determined from time to time by the Board.  Directors need not be stockholders.

 

Section 2.2.                                 Election; Term of Office; Resignation; Removal; Vacancies.  Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors or to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.  Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.  Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.  Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

 

Section 2.3.                                 Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

 

Section 2.4.                                 Special Meetings.  Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairperson of the Board, if any, by the Vice Chairperson of the Board, if any, by the President or by any two directors.  Reasonable notice thereof shall be given by the person or persons calling the meeting.

 

Section 2.5.                                 Participation in Meetings by Conference Telephone Permitted.  Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

 

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Section 2.6.                                 Quorum; Vote Required for Action.  At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business.  The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number.  In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

 

Section 2.7.                                 Organization.  Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in the absence of the Chairperson of the Board by the Vice Chairperson of the Board, if any, or in the absence of the Vice Chairperson of the Board by the President, or in their absence by a chairperson chosen at the meeting.  The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairperson of the meeting may appoint any person to act as secretary of the meeting.

 

Section 2.8.                                 Action by Directors Without a Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

Section 2.9.                                 Compensation of Directors.  Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors.

 

ARTICLE III

 

Committees

 

Section 3.1.                                 Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board or in these by-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election

 

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or removal of directors) expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these by-laws or (iii) indemnifying directors.

 

Section 3.2.                                 Committee Rules.  Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business.  In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these by-laws.

 

ARTICLE IV

 

Officers

 

Section 4.1.                                 Officers; Election.  As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairperson of the Board and a Vice Chairperson of the Board.  The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable.  Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.

 

Section 4.2.                                 Term of Office; Resignation; Removal; Vacancies.  Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice or electronic transmission to the Board or to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective.  The Board may remove any officer with or without cause at any time.  Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting.

 

Section 4.3.                                 Powers and Duties.  The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board.  The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board and any committees in a book to be kept for that purpose.  The Board

 

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may require any officer, agent or employee to give security for the faithful performance of his or her duties.

 

ARTICLE V

 

Stock

 

Section 5.1.                                 Stock Certificates and Uncertificated Shares.  The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation.  Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairperson or Vice Chairperson of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder.  If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.  The Corporation may not issue stock certificates in bearer form.

 

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

 

Section 5.2.                                 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

 

ARTICLE VI

 

Indemnification of Officers, Directors, Employees and Agents

 

Section 6.1.                                 Right to Indemnification.  Each person who (i) was or is a director of the Corporation, was or is the chief executive officer or President of the Corporation or was or is an officer of the Corporation appointed by the board of directors of the Corporation and (ii) was or is a party or threatened to be made a party to, or involved (as a party, witness, or otherwise) in, any threatened, pending, or completed action, suit, or proceeding, whether civil,

 

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criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is or was the legal representative, is or was a director, officer, employee, or agent of the Corporation or is or was serving on behalf of the Corporation as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans (such person satisfying the conditions in both subsections (i) and (ii), an “Agent”), whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with (including, without limitation, through investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing) such Proceeding (“Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 6.3 of this Article, the Corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The rights to indemnification and advancement conferred in this Article shall be contract rights.

 

Section 6.2.                                 Authority to Advance Expenses.  Expenses (including, for the avoidance of doubt, attorneys’ fees) incurred by any Agent in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, provided, however, that such Expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such Agent to repay such amount if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that he or she is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.  Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

 

Section 6.3.                                 Right of Claimant to Bring Suit.  If a claim under Section 6.1 or 6.2 of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advance of Expenses, in which case the applicable period shall be twenty days, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part in any such suit, or in a suit by the Corporation to recover an advancement of Expenses, the claimant shall be entitled to be paid also the Expenses (including attorneys’ fees) of prosecuting or defending such claim.  In any suit brought by an Agent to enforce a right to indemnification hereunder (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) it shall be a defense that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the

 

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Corporation to indemnify the claimant for the amount claimed.  In any suit brought by the Corporation to recover an advancement of Expenses, the Corporation shall be entitled to recover such Expenses only upon a final adjudication that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed.  In any suit brought by an Agent to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Corporation to recover an advancement of Expenses, the burden of proving that the Agent is not entitled to be indemnified, or to such advancement of Expenses, under this Article VI or otherwise shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because the claimant has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.  In addition, the termination of any Proceeding by judgment, order, settlement, conviction, guilty plea or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Agent did not meet the applicable standard of conduct set forth in the Delaware General Corporation Law.

 

Section 6.4.                                 Provisions Nonexclusive.  The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

 

Section 6.5.                                 Authority to Insure.  The Corporation may purchase and maintain insurance to protect itself and any Agent or any other person against any Expense, whether or not the Corporation would have the power to indemnify the Agent or such other person against such Expense under applicable law or the provisions of this Article.

 

Section 6.6.                                 Survival of Rights.  The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

 

Section 6.7.                                 Settlement of Claims.  The Corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

 

Section 6.8.                                 Effect of Amendment.  Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection existing at the time of such amendment, repeal, or modification.

 

Section 6.9.                                 Subrogation.  In the event of payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of

 

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the Agent, who shall execute all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Corporation effectively to bring suit to enforce such rights.

 

Section 6.10.                          No Duplication of Payments.  The Corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

 

Section 6.11.                          Indemnification of Employees and Agents of the Corporation.  The corporation may grant rights to indemnification and to the advancement of Expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of Expenses of Agents.

 

Section 6.12.                          Severability.  To the extent that any provision of this Article VI is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Article VI, and following any determination by a court of competent jurisdiction that any provision of this Article VI is invalid or unenforceable, this Article VI shall contain only such provisions (a) as were in effect immediately prior to such determination and (b) were not so determined to be invalid or unenforceable.

 

ARTICLE VII

 

Miscellaneous

 

Section 7.1.                                 Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

 

Section 7.2.                                 Seal.  The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.  The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 

Section 7.3.                                 Waiver of Notice of Meetings of Stockholders, Directors and Committees.  Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these by-laws.

 

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Section 7.4.                                 Interested Directors; Quorum.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such director’s or officer’s votes are counted for such purpose, if: (1) the material facts as to director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

 

Section 7.5.                                 Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records in accordance with law.

 

Section 7.6.                                 Amendment of By-Laws.  These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

 

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Exhibit 99.1

 

 

NASDAQ: NSIT

 

Insight Enterprises Completes Acquisition of PCM, Inc.

 

Combined strength expands company’s footprint in U.S., Canada and the UK while accelerating Insight’s value proposition as end-to-end solution integrator

 

TEMPE, Ariz., August 30, 2019 — Insight Enterprises (Nasdaq: NSIT), a global provider of Insight Intelligent Technology Solutions™ and services for organizations of all sizes (“Insight”), announced today that it has completed the acquisition of PCM, Inc. (Nasdaq: PCMI), a provider of IT products and services (“PCM”).

 

The addition of PCM expands Insight’s footprint in the United States, Canada and the United Kingdom, allowing the company to further capitalize on its four solution areas where clients most often seek Insight’s help: driving digital transformation, modernizing and securing their data platforms, empowering their employees with tools that fuel productivity, and simplifying IT procurement and asset management. PCM’s multi-vendor technology solutions include hardware, software and services for small, mid-sized and corporate/enterprise commercial clients, state, local and federal governments and educational institutions.

 

“We want to welcome the PCM team to the Insight family. Bringing our businesses together will strengthen our competitive position. Together, we have a significant opportunity to help organizations leverage technology in a strategic manner by providing access to the right resources to architect, implement, manage and execute transformation initiatives from end to end,” said Ken Lamneck, CEO of Insight.

 

Highlights of the acquisition include:

 

·                  Expanding Insight’s reach into the mid-market, particularly in North America

 

·                  Adding complementary services offerings to Insight’s already robust platform

 

·                  Gaining more than 2,700 client-facing sales teammates, technical architects, engineers, consultants and service delivery roles

 

·                  Extending business in Canada, providing a true national presence by nearly tripling Insight’s workforce in the region, including approximately 200 service delivery teammates

 

·                  Adding further sales coverage and scale to Insight’s United Kingdom business, including new hardware, software and services sales

 

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·                  Providing a new group of clients with access to deeper technical skills and managed services within Insight’s Connected Workforce, Cloud + Data Center Transformation and Supply Chain Optimization solution areas. This includes offerings such as security and cloud consulting, technical deployments, and cloud hosting services.

 

For more information on Insight, visit www.insight.com or call 800-INSIGHT.

 

About Insight

 

Today, every business is a technology business. Insight Enterprises Inc. empowers organizations of all sizes with Insight Intelligent Technology Solutions™ and services to maximize the business value of IT. As a Fortune 500-ranked global provider of Digital Innovation, Cloud + Data Center Transformation, Connected Workforce, and Supply Chain Optimization solutions and services, we help clients successfully manage their IT today while transforming for tomorrow. From IT strategy and design to implementation and management, our employees help clients innovate and optimize their operations to run business smarter. Discover more at www.insight.com. NSIT

 

Contacts:

 

INVESTORS:

Insight Enterprises, Inc.

Glynis Bryan 480-333-3251

GLYNIS.BRYAN@INSIGHT.COM

 

or

 

Helen Johnson, 480-333-3234

HELEN.JOHNSON@INSIGHT.COM

 

MEDIA:

Insight Enterprises

Amy Protexter, 480-409-6710

AMY.PROTEXTER@INSIGHT.COM

 

or

 

Sloane & Company

Ariel Kouvaras, 212-446-1884

AKOUVARAS@SLOANEPR.COM

 

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