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 16, 2002
NOVOSTE CORPORATION
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(Exact name of registrant as specified in its
charter)
FLORIDA 0-20727 59-2787476
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
3890 STEVE REYNOLDS BLVD., NORCROSS, GA 30093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 717-0904
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 16, 2002, the Company announced by press release that Alfred J.
Novak has been appointed as the Company's chief executive officer. A copy of the
press release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
In addition, on October 16, 2002, the Board of Directors of the Company
adopted two amendments to its Second Amended and Restated By-laws (the
"By-laws"). In general, the amendments set forth certain notice requirements for
shareholders when calling a special meeting of the Company's shareholders or
submitting shareholder proposals (either a shareholder nomination of directors
or other business) at annual meetings of the Company's shareholders. In
addition, the amendment to the By-laws relating to the calling of a special
meeting also establishes certain timing requirements for the setting of the
record and meeting dates.
Specifically, the amendments provide that, in addition to any other
applicable requirements, for a shareholder to properly call a special meeting,
the shareholder must deliver to the Secretary of the Company written notice and
must include in such notice certain required information. Business transacted at
the special meeting will be limited to the purposes stated in such notice. The
Secretary will determine if the notice complies with the information
requirements set forth in the By-laws. If the Secretary determines that the
notice complies with the information requirements set forth in the By-laws, the
Secretary will notify the Board of Directors. The Board of Directors will then
meet or take action by written consent within 10 days from receiving such notice
from the Secretary in order to fix (1) a record date to determine the
shareholders entitled to receive notice of and to vote at the special meeting
and (2) a date and location for the special meeting of shareholders. The record
date set by the Board of Directors may not precede or be more than 10 days after
the date of the meeting or written consent of the Board of Directors that fixed
such record date. The date of the special meeting selected by the Board of
Directors may not be earlier than 45 days or later than 70 days after the record
date.
The amendments also provide that, in addition to any other applicable
requirements, for a shareholder proposal (either a shareholder nomination of
directors or other business) to be properly brought before an annual meeting of
shareholders, a shareholder must have delivered to the Secretary written notice
not less than 90 days nor more than 120 days prior to the first anniversary of
the date of the annual meeting for the prior year, except in certain
circumstances. Such written notice must set forth certain required information
including, if applicable, that information regarding each of the director
nominees that would otherwise be required by the proxy rules promulgated by the
Securities and Exchange Commission.
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The foregoing description of the amendments to the By-laws does not purport
to be complete and is qualified in its entirety by reference to the amendments
which are attached hereto as Exhibit 99.1 and incorporated herein by reference.
* * *
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit
Number Exhibit Description
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Exhibit 99.1 First Amendment to the Second Amended and Restated By-Laws of
Novoste Corporation dated October 16, 2002
Exhibit 99.2 Press Release of the Company dated October 16, 2002
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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.
NOVOSTE CORPORATION
Date: October 16, 2002 By: /s/ Edwin B. Cordell, Jr.
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Edwin B. Cordell, Jr.
Vice President, CFO, Finance
and Treasurer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Description
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Exhibit 99.1 First Amendment to the Second Amended and Restated By-Laws of
Novoste Corporation dated October 16, 2002
Exhibit 99.2 Press Release of the Company dated October 16, 2002
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