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
30, 2007
ROWAN
COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
1-5491
|
75-0759420
|
|
(State or other
jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
file
Number)
|
Identification
No.)
|
|
2800
POST OAK BOULEVARD
|
|
|
SUITE 5450
|
|
|
HOUSTON, TEXAS
|
77056-6189
|
|
(Address of principal
executive offices)
|
(zip
code)
|
(713)
621-7800
(Registrant’s
telephone number, including area code)
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:
[
] 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
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))
Item
5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
The
following information is disclosed pursuant to Item
5.03. - Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year:
On
October 30, 2007, the Board of Directors of the Company approved
and adopted the following amendments to the Company's Bylaws, effective October
30, 2007, to incorporate current provisions of the Delaware General Corporation
Law relating, among other things, to the giving of notices and consents by
means
of electronic communication and the use of uncertificated shares:
|
·
|
Article
II (Meetings of Stockholders), Section 2 (Notice of
Meetings) was amended to provide for delivery of notice of stockholders
meetings in any manner provided by law rather than by specified
methods;
|
|
·
|
Article
II (Meetings of Stockholders), Section 3 (Quorum)
was amended to clarify that the holders of a majority in voting
power of
the outstanding shares entitled to vote constitutes a quorum at
all
meetings of stockholders;
|
|
·
|
Article
II (Meetings of Stockholders), Section 9 (Stock
List) was amended to specify the Company’s principal place of business as
the location of the list of stockholders entitled to vote at a
meeting,
rather than a location within the city or the place where the meeting
is
held;
|
|
·
|
Article
III (Board of Directors), Section 1 (Number,
Qualification and Nominations) was amended to provide that the
Board of
Directors shall consist of such number of directors as the Board
fixes by
resolution;
|
|
·
|
Article
III (Board of Directors), Section 1 (Number,
Qualification and Nominations) was also amended to expand its application
to stockholder proposals in addition to director nominations, to
revise
the information required in the notice to include additional details
with
respect to the nominee or proposal, and, unless otherwise required
by law,
to provide that if the stockholder does not appear at the meeting
to
present the nomination or proposal, such nomination or proposal
will be
disregarded;
|
|
·
|
Article
IV (Meetings of the Board of Directors), Section 6
(Notice) was amended to provide for notices of Board meetings to
be given
in person, by mail or by courier or by telephone or other electronic
transmission or as otherwise provided by law rather than by mail
or
telegraph;
|
|
·
|
Article
VII (Indemnification of Directors, Officers,
Employees and Agents), Section 3 (Right of Claimant to Bring Suit)
was
amended to provide the Company’s directors and officers with the right to
bring suit against the Company if a claim for advancement of expenses
has
not been paid within 30 days;
|
|
·
|
Article
VIII (Capital Stock), Section 1 (Certificates of
Stock) was amended to permit the Board to provide for the issuance
of
uncertificated shares of the Company's capital
stock;
|
|
·
|
Article
VIII (Capital Stock), Section 2 (Transfer of Shares)
was amended to require the delivery of notice of holders of uncertificated
shares providing them with information that would otherwise be
set forth
on a stock certificate; and
|
|
·
|
Article
VIII (Capital Stock), Section 4 (Record Date) was
amended to more closely track the provisions of Section 213 (Fixing
date
for determination of stockholders of record) of the Delaware General
Corporation Law.
|
The
amendment to Article VIII providing for uncertificated shares was
necessary to make the Company eligible to participate in the Direct Registration
System by January 1, 2008, as required by the rules of the New York Stock
Exchange.
The
summary of changes to the Company's Bylaws set forth above is
qualified in its entirety by reference to the full text of the Bylaws, a
copy of
which is attached to this Form 8-K as Exhibit 3.2 and incorporated herein
by
reference.
Item
9.01 - Financial Statements and Exhibits
(c)
Exhibits
|
Exhibit
|
||
|
Number
|
Exhibit
Description
|
|
|
3(b)
|
Bylaws |
-2-
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.
ROWAN
COMPANIES,
INC.
By:
/s/
W. H.
WELLS_________________
W.
H.
Wells,
Vice
President -
Finance and Chief Financial Officer
Dated:
November 2, 2007
-3-
INDEX
TO
EXHIBITS
|
Exhibit
|
||
|
Number
|
Exhibit
Description
|
|
|
3(b)
|
Bylaws |
-4-