Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - KSW INC | k300962_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) | January 27, 2012 |
| KSW, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 0-27290 | 11-3191686 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 37-16 23rd Street | |
| Long Island City, New York | 11101 |
| (Address of Principal Executive Offices) | (Zip Code) |
(718) 361-6500
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 27, 2012, the Board of Directors of KSW, Inc. (the “Corporation”) adopted Amendment No. 2 (the “Amendment”) to the Company’s Amended and Restated By-Laws. By-Law 13 addresses procedures and requirements with respect to the nomination of persons for election as directors, and the Amendment provides that the Corporation will include in its proxy materials for the applicable meeting of stockholders the name of a shareholder nominee as well as a statement by the nominating shareholder, not to exceed 500 words, in support of the candidacy of such shareholder’s nominee. A copy of the Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | |
| (d) | Exhibits. | |
| 3.1 | Amendment No. 2 to Amended and Restated By-Laws of KSW, Inc., dated January 27, 2012. |
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.
| KSW, INC. | ||
| By: | /s/ James F. Oliviero | |
Name: James F. Oliviero | ||
Date: January 31, 2012
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amendment No. 2 to Amended and Restated By-Laws of KSW, Inc., dated January 27, 2012. |