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)
May 15, 2002
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32645 36-4459170
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 South Wacker Drive, Chicago, Illinois 60606
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 930-1000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
At the annual meeting of shareholders of Chicago Mercantile Exchange
Holdings Inc. (the "Company"), held on April 17, 2002, the shareholders of the
Company voted to adopt an amendment to the Company's certificate of
incorporation (the "Amendment"). The Amendment authorized an increase in the
size of the Board of Directors from 19 to 20 members. The Amendment, as filed
with the Secretary of State of the State of Delaware, is filed as Exhibit 3.2
hereto.
In addition, in connection with the adoption of the Amendment, the
Board of Directors of the Company adopted an amendment to the Company's
Bylaws. The Amended and Restated Bylaws of the Company are filed as Exhibit
3.3 hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of Chicago
Mercantile Exchange Holdings Inc. (incorporated by reference
to Exhibit 3.1 to Chicago Mercantile Exchange Holdings
Inc.'s Current Report on Form 8-K, filed with the SEC on
December 4, 2001, File No. 0-32645).
3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Chicago Mercantile Exchange
Holdings Inc.
3.3 Amended and Restated Bylaws of Chicago Mercantile Exchange
Holdings Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
Registrant
Date: May 15, 2002 By: /s/ C.S. Donohue
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Craig S. Donohue
Managing Director and
Chief Administrative Officer