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EX-3.1 - EXHIBIT SECOND AMENDED & RESTATED BYLAWS - MFRI INCsecondamendedandrestatedby.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 30, 2013


MFRI, INC.
(exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)
 
0-18370
(Commission File Number)
 
36-3922969
(IRS Employer Identification No.)

7720 North Lehigh Avenue, Niles, Illinois 60714
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (847) 966-1000

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 30, 2013, the Board of Directors of the Company amended and restated the Amended and Restated By-laws of the Company primarily to restate the duties of certain officers of the Company. The text of the Second Amended and Restated By-laws, which will be effective as of February 1, 2013, is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are included with this Current Report on Form 8-K.

Exhibit No.    Description
3.1        Second Amended and Restated By-laws of MFRI, Inc

******
The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as "may," "will," "expect," "continue," "remains," "intend," "aim," "towards," "should," "prospects," "could," "future," "potential," "believes," "plans," "likely," "anticipate," "position," and "probable," or the negative thereof or other variations thereon or comparable terminology, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.






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.

Date: February 4, 2013
 
MFRI, INC.
(Registrant)

By: /s/ Michael D. Bennett
 
 
Michael D. Bennett
 
 
Vice President, Secretary and Treasurer





EXHIBIT INDEX

Exhibit No.
 
Description
3.1

 
Second Amended and Restated By-laws of MFRI, Inc.