Attached files
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
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Date
of Report
(Date
of Earliest Event Reported):
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February
18, 2010
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Wells-Gardner Electronics
Corporation
__________________________________________
(Exact
name of registrant as specified in its charter)
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Illinois
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1-8250
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36-1944630
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_____________________
(State
or other jurisdiction of incorporation)
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_____________
(Commission
File Number)
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______________
(I.R.S.
Employer Identification No.)
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|||
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9500
West 55th
Street, Suite A, McCook,
Illinois
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60525-3605
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________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(708)
290-2100
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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))
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
February 18, 2010, the Board of Directors (the “Board”) of Wells-Gardner
Electronics Corporation (the “Company”) approved amendments to the Company’s
bylaws (as amended, the “Amended Bylaws”). A copy of the Amended
Bylaws, which became effective upon their adoption by the Board, is attached as
Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference
herein. The amendments included the following:
Article
II, Section 2 was amended to delineate timing and notice procedures in order for
shareholders to call, and bring a matter before, a special meeting of
shareholders. Article II, Section 14 was amended to incorporate
current standard timing and notice practices in order for shareholders to bring
a matter before an annual meeting of shareholders or to nominate a candidate for
election to the Board.
In
addition, the Board approved certain other amendments to the Company’s bylaws
that had as their purpose the clarification or modification of certain
administrative provisions, including in Article I, Section 1 and Article II,
Section 3, to reflect the prior relocation of the Company's principal office
from Chicago, Illinois to McCook, Illinois; in Article II, Section 8, to more
precisely conform the quorum requirement language to the corresponding language
in the Illinois Business Corporation Act and to clarify the procedure for
adjournment of a shareholder meeting; and in Article III, to update the
references to committees of the Board to the current Board committee
structure. In addition, a few typographical errors were
corrected.
The above
description of the amendments to the Bylaws is not complete and is qualified in
its entirety by reference to the Amended Bylaws, which are filed as Exhibit 3.2
to this report and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
A copy of
the Amended Bylaws is attached as Exhibit 3.2 to this report.
-2-
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 hereunto duly
authorized.
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Wells-Gardner
Electronics Corporation
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Date: February
24, 2010
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By:
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/s/
James F. Brace
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Name: James
F. Brace
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Title: Executive
Vice President, Chief
Financial Officer,
Treasurer & Secretary
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Exhibit
No.
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Description
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3.2
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Bylaws
of Wells-Gardner Electronics Corporation, as amended and restated on
February 18, 2010
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