-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BGNnhkPyy1C0vM7tK/m8DRSHJkTFjDPtU8e98Gc8iaMaUl/JvqOIUeZTdpKYPSFz 0Z48igUqhK3gAS4fDLwuxQ== 0000906555-07-000063.txt : 20070828 0000906555-07-000063.hdr.sgml : 20070828 20070828100957 ACCESSION NUMBER: 0000906555-07-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070822 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 071082343 BUSINESS ADDRESS: STREET 1: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742620123 MAIL ADDRESS: STREET 1: PO BOX 3300 STREET 2: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46515 8-K 1 f8k082807docdoc.htm FORM 8-K FORM 8-K AUGUST 28,2007


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):  August 22, 2007


COACHMEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


INDIANA
(State or other jurisdiction
of incorporation or organization)

1-7160
(Commission File Number)

31-1101097
(I.R.S. Employer
Identification No.)

 

 

 

2831 Dexter Drive, Elkhart, Indiana
         (Address of Principal Executive Offices)

46514
(Zip Code)


(574) 262-0123
(Registrant's telephone number, including area code)

N/A

(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:


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; Change in Fiscal Year.


On August 22, 2007, the Board of Directors of the Registrant amended Section 6.2 of the Registrant’s bylaws.  The amendment authorizes the issuance of uncertificated shares in certain circumstances. The amendment makes the Registrant’s shares eligible for inclusion in a direct registration system, as required by Rule 501.00 of the New York Stock Exchange’s Listed Company Manual. A copy of Section 6.2 of the Registrant’s bylaws, as amended, is attached hereto as Exhibit 3.1 to this Form 8-K and incorporated by reference herein.


ITEM 9.01

Financial Statements and Exhibits.



        (d)        The following exhibit is furnished as a part of this Report




                3.1        Section 6.2 of the Bylaws of Coachmen Industries, Inc., as amended effective August 22, 2007







SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


COACHMEN INDUSTRIES, INC.



Date:  August 28, 2007

By:    /s/Jeffery A. Tryka                              

             Jeffery A. Tryka, Secretary












EX-3 2 exhibit3.htm SECTION 6.2 OF THE BYLAWS EXHIBIT 3

Section 6.2 of the Bylaws of Coachmen Industries, Inc., as amended effective August 22, 2007


Section 6.2 – Shares.  Shares may be certificated or uncertificated as specifically provided in this Section.


(a)

Except as specifically provided in this Section, all shares shall be represented by a certificate.  Certificates representing shares of the Corporation shall be respectively numbered serially, with due consideration for any uncertificated shares, for each class of shares, or series thereof, as they are issued, may be impressed with the Corporate seal, or a facsimile thereof, and shall be signed by the Chairman, Chief Executive Officer, or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, provided that such signatures may be facsimile if the certificate is counter signed by a transfer agent, or registered by a registrar other than the Corporation itself or its employee.  Each certificate shall state the name of the Corporation, the fact that the Corporation is organized or incorporated under the laws of the State of Indi ana, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares thereby or a statement that such shares are without par value.  If the Articles of Incorporation of the Corporation authorize the issuance of more than one class of shares, a statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed.


The Corporation shall not issue certificates representing fractional shares and shall not be obligated to make any transfers creating a fractional interest in a share of stock.  The Corporation may, but shall not be obligated to, issue script in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors.


(b) Uncertificated, Book-entry Shares.  Uncertificated, book-entry shares shall be permitted only through the Direct Registration System (“DRS”) approved by the Securities Exchange Commission.  All registered shareholders owning uncertificated, book-entry shares through the DRS shall have the same rights as if they held certificated shares.




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