Form 8-K

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: December 13, 2007

(Date of earliest event reported)

 

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

5201 North Orange Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)

(407) 290-6000

(Registrant’s telephone number, including area code)

 

Delaware   0-3821   59-0933147

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

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 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The Board of Directors at its meeting of December 13, 2007, approved, in accordance with Article X of the Company’s Amended and Restated By-Laws (the “By-Laws”), the Second Amended and Restated By-Laws of the Company (the “Amended By-Laws”). The Amended By-Laws amend Article VIII of the By-Laws to permit the issuance of uncertificated shares of the Company’s stock. This amendment was made to comply with the listing requirements of the NASDAQ stock exchange. The text of amended Article VIII of the By-Laws is attached as Exhibit 3.5.

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.

 

  GENCOR INDUSTRIES, INC.
Date: December 18, 2007   By:  

/s/ E.J. Elliott

    E.J. Elliott, Chairman and CEO
Date: December 18, 2007   By:  

/s/ Scott W. Runkel

    Scott W. Runkel, Chief Financial Officer