SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 (see General Instruction A.2. below):
Item 2.02 Results of Operations and Financial Condition.
The Ultimate Software Group, Inc. (the “Corporation”) hereby furnishes the information set forth in the press release issued on February 5, 2013, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2013, the Board of Directors of the Corporation approved the amendment and restatement of the Corporation’s amended and restated By-laws (as so amended, the “Amended and Restated By-laws”), effective immediately. The principal amendments in the Amended and Restated By-laws are the following:
proffered resignation, taking into account the recommendation, and publicly disclose its decision regarding the resignation and, if such resignation is rejected, the rationale behind that decision within ninety (90) days following certification of the election results.
The preceding description of the amendments is qualified in its entirety by reference to the Amended and Restated By-laws, which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 8.01 Other Events.
On February 4, 2013, the Board of Directors of the Corporation approved the formation of a Nominating Committee (the “Committee”) and adopted the Corporation’s Nominating Committee Charter (the “Charter”). Pursuant to the Board of Directors’ approval of the formation of the Committee and adoption of the Committee’s Charter, the Board of Directors appointed three independent directors, James A. FitzPatrick, Alois Leiter and Rick Wilber, to serve as members of the Committee. The Board of Directors also approved and authorized the appointment of James A. FitzPatrick to serve as the chairman of the Committee.
A copy of the Nominating Committee Charter is available on the Corporation’s website at: www.ultimatesoftware.com
This information is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
Dated: February 6, 2013