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 – April 25, 2008
(Date of Earliest Event Reported)
CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13696
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| Ohio
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31-1056105 |
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| (State of Incorporation)
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(I.R.S. Employer
Identification No.) |
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| 221 East Fourth Street, Cincinnati, Ohio
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45202 |
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(Address of principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (513) 397-9900
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Solicitation 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))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2008 Annual Meeting held on April 25, 2008, the shareholders of Cincinnati
Bell Inc. (the “Company”) adopted amendments replacing Article Fifth of the
Company’s Amended Articles of Incorporation and amendments adding new Sections 2 and
3 to Article II of the Company’s Amended Regulations (and renumbering the remaining
sections of Article II accordingly), all of which had been proposed by the Company’s
Board of Directors. These amendments (i) declassify the Board of Directors, (ii)
require the annual election of directors, (iii) require a majority vote for the
election of a director and (iv) address the process if an incumbent director
standing for re-election fails to receive the required majority vote. The Board of
Directors will transition as follows: (a) current directors, including those elected
to three-year terms at the 2008 Annual Meeting, will continue to serve the remainder
of their elected terms; and (b) starting with the 2009 Annual Meeting, directors
will be elected annually, so that by the 2011 Annual Meeting, all directors will be
elected annually.
After the amendment to Article Fifth to the Company’s Amended Articles of
Incorporation became effective, the Company, as permitted by Ohio law, amended and
restated its Articles of Incorporation. The text of the Amended and Restated
Articles of Incorporation of the Company is filed with this Current Report on Form
8-K as Exhibit 3.1.
The amendment to Article II to the Company’s Amended Regulations is included in the
Company’s Amended and Restated Regulations, effective as of April 24, 2008, and the
Amended and Restated Regulations are filed with this Current Report on Form 8-K as
Exhibit 3.2.
Item 8.01 Other Events.
In addition to the matters described in Item 5.03 above, at the 2008 Annual Meeting,
the shareholders also (i) elected John F. Cassidy, Robert W. Mahoney and Daniel J.
Meyer as directors in Class III, (ii) elected Bruce L.
Byrnes as a director in Class
I, and (iii) ratified the appointment of Deloitte & Touche as the independent
registered public accounting firm to audit the Company’s financial statements for
the year 2008. The Company issued a press release in connection with the 2008 Annual
Meeting on April 25, 2008, which is filed with this Current Report on Form 8-K as
Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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3.1 |
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Amended and Restated Articles of Incorporation of
Cincinnati Bell Inc. |
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3.2 |
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Amended and Restated Regulations of Cincinnati Bell
Inc. |
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99 |
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Press Release dated April 25, 2008 |