8-K 1 acme_8k030306.txt FORM 8-K ================================================================================ 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 Date of report (date of earliest event reported): February 28, 2006 ACME UNITED CORPORATION (Exact name of registrant as specified in its charter) ------------------ Connecticut 001-07698 06-0236700 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) file number) Identification No.) 60 Round Hill Road, Fairfield, Connecticut 06824 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 254-6060 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)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At a board meeting held on February 28, 2006, the Board of Directors of Acme United Corporation, a Connecticut corporation (the "Company"), approved an amendment to the Company's By-Laws, as amended (the "By-Laws"), to add a new section to Article II of the By-Laws concerning advance notice requirements for shareholder proposals, titled Section 12 - Advance Notice of Other Shareholder Proposals. The By-Laws as so amended are attached as an exhibit to this Report and are incorporated by reference herein. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01. Financial Statements and Exhibits. 3.2(ii) By-Laws of the Company (as amended through February 28, 2006). 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. ACME UNITED CORPORATION By /s/ WALTER C. JOHNSEN ------------------------------ Walter C. Johnsen President and Chief Executive Officer Dated: March 3, 2006 By /s/ PAUL G. DRISCOLL ------------------------------ Paul G. Driscoll Vice President and Chief Financial Officer Dated: March 3, 2006 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 3.2(ii) By-Laws of the Company (as amended through February 28, 2006).