| Illinois | 0-21796 | 36-3310735 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) | |||
| 200 N. Milwaukee Ave. | ||||
| Vernon Hills, Illinois | 60061 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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 | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| | Section 1 of Article I has been amended to eliminate the reference to the Companys former registered agent. | ||
| | Section 8 of Article III has been amended to permit the Board of Directors, consistent with the Illinois Business Corporation Act, to establish committees comprised of only one director. | ||
| | Section 11 of Article III has been amended to remove a reference to an equity plan that is no longer in use. | ||
| | Section 8 of Article IV has been amended to clarify that the Treasurer is required to provide a specified report whenever requested by any of the Chairman of the Board of Directors, the President and the Board of Directors, but is not necessarily required to give such report at each meeting of the Board of Directors. | ||
| | Each of Section 1 of Article IV, Section 9 of Article IV and Section 3 of Article V have been amended to clarify language or correct typographical errors. |
| Exhibit No. | Description of Exhibit | |
3.1
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Amended and Restated Bylaws of CDW Corporation | |
3.2
|
Amended and Restated Bylaws of CDW Corporation, marked to show changes effected by the amendments discussed herein |
| CDW CORPORATION |
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| Date: October 24, 2006 | By: | /s/ Barbara A. Klein | ||
| Barbara A. Klein | ||||
| Senior Vice President and Chief Financial Officer |
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