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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 31, 2008
ROCK-TENN COMPANY
(Exact name of registrant as specified in its charter)
Georgia 0-23340 62-0342590
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
504 Thrasher Street,
Norcross, Georgia 30071
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 448-2193
Not Applicable
(Former name or former address, if changed since last report)
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 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 31, 2008, the Board of Directors of Rock-Tenn Company ("RockTenn" or
the "Corporation") approved and adopted amendments to RockTenn's Bylaws in the
form of Amended and Restated Bylaws, which became effective on October 31, 2008
(the "Bylaws"). The amendments, among other matters, provide:
o in Article I, Section 2. "Special Meetings", that for business to be
brought before a special meeting, the Bylaws' notice of meeting procedures
must be followed and, further, the Chairman will determine whether a
proposal was made in accordance with the Bylaws' procedures;
o in Article I, Section 7. "Notice of Shareholder Business",
o that a shareholder who wishes to bring business before the annual
meeting of shareholders must (i) be a shareholder of record at the
time of giving of notice and at the time of the meeting, and (ii) be
entitled to vote at the meeting;
o that to be timely, a shareholder's notice must be delivered to the
Secretary of the Corporation not less than ninety (90) days and not
more than one hundred twenty (120) days before the first anniversary
of the preceding year's annual meeting of shareholders; provided,
however, that if the annual meeting is not scheduled to be held within
a period that commences thirty (30) days before that anniversary date
and ends thirty (30) days after that anniversary date, the
shareholder's notice must be delivered by the later of (a) the tenth
day following the Public Announcement (as defined in the Bylaws) of
the date of the annual meeting or (b) the date which is ninety (90)
days before the date of the annual meeting;
o that to be in proper written form (and, therefore, for the proposal to
be eligible for consideration at the meeting), a shareholder's notice
must set forth all of the information and representations required by
the Bylaws, including information about the shareholder proponent, the
shareholder's stock ownership, including hedging, derivative, short or
other economic interests, and a description of all arrangements or
understandings between the shareholder or any other person or entity
in connection with the proposal, which information must be updated and
supplemented, if necessary, as required by the Bylaws; and
o in Article I, Section 8. "Notice of Shareholder Nominees",
o that a shareholder who wishes to nominate persons for election to the
Board of Directors must be a shareholder of record at the time of
giving of notice and at the time of the meeting;
o that to be timely, a shareholder's notice must be delivered to the
Secretary of the Corporation (i) in the case of a special meeting, not
earlier than one hundred twenty (120) days before the special meeting
and not later than the close of business on the later of the ninetieth
day before the special meeting or the tenth day following the Public
Announcement of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting, or (ii) in the
case of an annual meeting, not less than ninety (90) days and not more
than one hundred twenty (120) days before the first anniversary of the
preceding year's annual meeting of shareholders; provided, however,
that if the annual meeting is not scheduled to be held within a period
that commences thirty (30) days before that anniversary date and ends
thirty (30) days after that anniversary date, the shareholder's notice
must be delivered by the later of (a) the tenth day following the day
of the Public Announcement of the date of the annual meeting or (b)
the date which is ninety (90) days before the date of the annual
meeting;
o that to be in proper form (and, therefore, for the proposed nominee to
eligible for consideration at the meeting), the shareholder's notice
must set forth all of the information and representations required by
the Bylaws, including information about the shareholder and the
proposed nominee, their stock ownership, including hedging,
derivative, short or other economic interests, and a description of
all arrangements or understandings between the shareholder and each
proposed nominee and any other person or entity pursuant to which the
nomination(s) are to be made by the shareholder, which information
must be updated and supplemented, if necessary, as required by the
Bylaws; and
o that only in the case of an annual meeting, if the number of directors
to be elected to the Board of Directors is increased and there is no
Public Announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the
Corporation at least one hundred (100) days before the first
anniversary of the preceding year's annual meeting, a shareholder's
notice will also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it is
delivered to the Secretary of the Corporation not later than the close
of business on the tenth day following the Public Announcement.
In addition, the amendments clarify that a shareholder must also comply with the
applicable requirements of the Exchange Act; however, the references in the
Bylaws to the Exchange Act are not intended to limit the requirements of the
Bylaws and, further, the Bylaws will not affect shareholders' rights pursuant to
Rule 14a-8 of the Exchange Act.
The amendments also amend Article II, Sections 4 and 5 to permit notice of
meetings of Directors to be given by any means permitted by the Georgia Business
Corporation Code at least two days before the meeting and expand written
consents to allow for electronic transmissions and electronic signatures.
The foregoing description of the Bylaws does not purport to be complete and is
qualified in its entirety by reference to the Bylaws, which are filed as Exhibit
3.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Bylaws of Rock-Tenn Company (Amended and Restated as of
October 31, 2008).
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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.
Date: November 6, 2008
ROCK-TENN COMPANY
By /s/ Robert B. McIntosh
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Name: Robert B. McIntosh
Title: Senior Vice President, General
Counsel and Secretary