UNITED STATES
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): April [6], 2006
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
New York 0-20214 11-2250488
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
650 Liberty Avenue 07083
Union, New Jersey
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (908) 688-0888
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:
[ ] 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))
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On April 6, 2006, the Board of Directors of Bed Bath & Beyond, Inc. (the
"Company") amended the Company's Bylaws, effective as of April 6, 2006 (the
"Amended Bylaws"). The following is a summary of the substantive changes
effected by the Amended Bylaws.
The Bylaws were amended in the following respects:
o To identify who is authorized to call a special meeting of the
shareholders;
o To identify who is authorized to call a special meeting of the Board of
Directors;
o To identify who is authorized to fix the times and dates for the regular
meetings of the Board of Directors;
o To set forth the power of the Board of Directors to delegate to the
Chairman and Chief Executive Officer the authority to appoint and remove
certain officers and to prescribe the duties of such officers; and
o To clarify the duties and acts of the Chief Executive Officer and
President.
Additional changes were made to the Bylaws that were not material in nature. The
Amended Bylaws are attached as Exhibit 3.1 to this Form 8-K
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS:
EXHIBIT NO. DESCRIPTION
Exhibit 3.1 Amended Bylaws of Bed Bath & Beyond Inc.
SIGNATURES
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.
BED BATH & BEYOND INC.
Date: April 11, 2006
By: /s/ Eugene A. Castagna
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Name: Eugene A. Castagna
Title: Chief Financial Officer and
Treasurer