UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: July 19, 2007
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)
Delaware 1-9494 13-3228013
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
727 Fifth Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
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 (see General Instruction A.2. below):
[ ] 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
240.14a-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. Amendment to By-laws.
On July 19, 2007, Registrant's board of directors resolved to amend Sections
4.01 and 4.02 of Registrant's By-laws so as to provide for the issuance of
uncertificated shares as well as certificated shares and transfers of
uncertificated shares, which will permit the Corporation to participate in the
Direct Registration System for publicly traded securities operated by The
Depository Trust Company. As so amended, Sections 4.01 and 4.02 of Registrant's
By-laws now read as follows:
SECTION 4.01. Stock Certificates. Shares of stock in the Corporation
may be represented by uncertificated shares, but every holder of stock
in the Corporation shall be entitled to have a certificate signed by,
or in the name of the Corporation by, the Chairman of the Board of
Directors, the President, the Vice Chairman of the Board of Directors
or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where
such certificate is signed (1) by a transfer agent other than the
Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, the signatures of the officers of the
Corporation may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
SECTION 4.02. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by the laws of the State of
Delaware and, without limiting the generality of the foregoing,
through such procedures for the transfer of uncertificated shares as
are authorized by the Board of Directors.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
3.2 Restated By-laws of Registrant, as last amended July 19, 2007.
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 thereunto duly authorized.
TIFFANY & CO.
BY: /s/ Patrick B. Dorsey
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Patrick B. Dorsey
Senior Vice President, General Counsel
and Secretary
Date: July 20, 2007
EXHIBIT INDEX
Exhibit No. Description
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3.2 Restated By-laws of Registrant, as last amended July 19, 2007.