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): October 25,
2007
RAND
CAPITAL CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
New
York
|
001-08205
|
16-0961359
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
2200
Rand Building, Buffalo, NY 14203
|
(Address
of principal executive offices)
|
|
(716)
853-0802
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(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):
¨
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))
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change of Fiscal
Year
|
On
October 25, 2007, the Board of
Directors of Rand Capital Corporation adopted amendments to its By-laws that
permit Rand to issue uncertificated securities. The amendments were adopted
in
order to comply with NASDAQ Rule 4305(l), which requires NASD listed issuers
to
be eligible to participate in a Direct Registration System (DRS).
Filed
with this Form 8-K as Exhibit
99.1 is a copy of the Resolutions of Rand’s Board of Directors adopted on
October 25, 2007 relating to the amendment of its By-laws, which contain
the
specific amendments to the By-laws, and which are incorporated herein by
reference.
Item
9.01
|
Financial Statements and
Exhibits |
(d)
Exhibits:
The
following documents are filed as
exhibits to this Form 8-K:
|
99.1.
|
Resolutions
of the Board of Directors of Rand Capital Corporation adopted on
October
25, 2007 relating to amendment to its
By-laws.
|
|
99.2
|
By-laws
of Rand Capital Corporation as amended through October 25,
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.
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RAND
CAPITAL CORPORATION
|
|
(Registrant)
|
|
|
Date:
November 9, 2007
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By:
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/s/Daniel
P. Penberthy
|
|
|
Name:
Daniel P. Penberthy
|
|
|
Title:
Executive Vice President and Chief Financial
Officer |
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
|
|
Resolutions
of the Board of Directors of Rand Capital Corporation adopted on
October
25, 2007 relating to amendment to its By-laws.
|
|
|
|
By-laws
of Rand Capital Corporation as amended through October 25,
2007.
|