UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 18, 2008

 

IHOP Corp.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-15283

 

95-3038279

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

 

450 North Brand, Glendale, California

 

91203

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

 

 

 

 

 

 

 

(818) 240-6055

 

 

(Registrant’s telephone number, including area code)

 

 

 

 

 

 

 

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:

 

o              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o              Soliciting 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))

 



 

Item 5.03.                                          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

                On January 18, 2008, the Board of Directors (the “Board”) of IHOP Corp. (the “Corporation”) approved an amendment to the Corporation’s Bylaws (the “Amendment”), effective as of January 18, 2008, to restate Sections 1 and 4 of Article V of the Corporation’s Bylaws in order to provide for the issuance and transfer of the Corporation’s common stock, par value $0.01 per share, in uncertificated form.  The Amendment is filed as Exhibit 99.1 to this report.

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(d)                                                                                Exhibits.

 

Exhibit No.

 

Description

99.1

 

Amendment to the Bylaws of IHOP Corp., effective January 18, 2008.

 

 

 

 

 

2



 

SIGNATURE

 

                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: January 24, 2008

IHOP CORP.

 

 

 

 

 

 

By:

/s/ Mark D. Weisberger

 

 

 

Mark D. Weisberger

 

 

 

Vice President — Legal, Secretary and
General Counsel

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Amendment to the Bylaws of IHOP Corp., effective January 18, 2008.

 

 

4


Exhibit 99.1

 

IHOP CORP.

 

AMENDMENT TO THE BYLAWS (Effective January 18, 2008)

 

                The Bylaws of IHOP Corp. are hereby amended by deleting Section 1 of Article V of the Bylaws in its entirety and inserting the following in lieu thereof:

 

        Section 1. Shares of Stock. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Chief Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.

 

                The Bylaws of IHOP Corp. are hereby amended by deleting Section 4 of Article V of the Bylaws in its entirety and inserting the following in lieu thereof:

 

        Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.