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

The Board of Directors of the Company has amended and restated its bylaws in order to amend Article III of the Company’s existing Amended and Restated Bylaws, effective as of February 13, 2008. The Company determined that a modification was advisable to adopt majority voting for directors in uncontested elections.

The full text of the Third Amended and Restated Bylaws is filed as Exhibit 3.2 to this Form 8-K, including Article III.

 

Item 9.01 Exhibits

(d) Exhibits.

 

Exhibit No.

  

Description

3.2

   Amended and Restated Bylaws dated February 13, 2008

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.

 

TELLABS, INC.
(Registrant)
/s/ Thomas P. Minichiello
Thomas P. Minichiello
Vice President of Finance and Chief Accounting Officer
(Principal Accounting Officer and duly authorized officer)

February 13, 2008

(Date)

EXHIBIT INDEX

 

Exhibit
Number

  

Description

3.2

   Amended and Restated Bylaws, dated February 13, 2008.