Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 12, 2007, the Board of Directors of Scholastic Corporation (the "Company") adopted amendments to certain provisions of Article VI, Sections 1, 2, and 4 of the Company's Bylaws (the "Amendments"). The purpose of the Amendments is to make the Company's common stock (the "Common Stock") eligible for participation in a Direct Registration Program operated by a clearing agency (such as the one offered by the Depository Trust Company), in compliance with recently amended NASDAQ rules. To be eligible for a Direct Registration Program, the Company must permit electronic direct registration of the Common Stock in an investor's name on the books of the transfer agent or the Company and similarly allow the Common Stock to be transferred between a transfer agent and broker. Accordingly, the Amendments were adopted to permit the issuance, recordation and transfer of the Common Stock without the issuance of physical certificates. The Amended and Restated Bylaws are attached to this Current Report as Exhibit 3.1, and Sections 1, 2, and 4 of amended Article VI are incorporated into this Item 5.03 by this reference. The description of the Amendments is qualified in its entirety by reference to Exhibit 3.1 hereto. As of the date hereof, the Company has not made any determination whether or not to implement electronic direct registration for the Common Stock. Item 9.01 Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) The following exhibit is filed as part of this report: Exhibit No. Description ----------- ------------------------------------ 3.1 Bylaws of the Company, Amended and Restated as of December 12, 2007 -------------------------------------------------------------------------------- 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 hereunto duly authorized. Date: December 13, 2007 SCHOLASTIC CORPORATION (Registrant) /s/ Devereux Chatillon ---------------------- Name: Devereux Chatillon Title: Senior Vice President, General Counsel and Secretary -------------------------------------------------------------------------------- EXHIBIT INDEX Number Exhibit ------ ------- 3.1 Bylaws of the Company, Amended and Restated as of December 12, 2007 </TEXT> </DOCUMENT>