Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers' Compensatory Arrangements of Certain Officers.

On April 24, 2008, Kevin Delehanty notified the Company that he will not stand for re-election to the Board of Directors at the 2008 Annual Meeting of Shareholders to be held on June 27, 2008. Mr. Delehanty will continue as a director of the Company until his successor is elected at the 2008 Annual Meeting of Shareholders.

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

On April 24, 2008, the Company's Board of Directors approved an amendment and restatement of the Company's By-Laws. A description of the provisions amended is provided below. This description is a summary of the amendments to the By-Laws and is qualified in its entirety by reference to the Second Amended and Restated Bylaws filed herewith as Exhibit 3(ii), which is incorporated herein by reference.

Sections 2.04 and 2.10: These sections were amended to clarify the procedures for the waiver of notice of shareholders' meetings by shareholders present at such meetings.

Section 2.05: This section was amended to permit notice of any shareholders' meeting to be given by electronic transmission or, if the Company has at least 500 shareholders on the record date for the meeting, by third-class mail.

Section 2.12: This section was amended to permit shareholders to designate persons to act by proxy with respect to their shares by electronic transmission authorized by the shareholder or such shareholder's attorney-in-fact.