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 (Date of earliest event reported):

April 19, 2005

OPTELECOM, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-8828	52-1010850
(Commission File Number)	(IRS Employer Identification No.)

12920 Cloverleaf Center Drive,

Germantown, Maryland 20874

(Address of Principal Executive Offices)  (Zip Code)

(301) 444-2200

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03Amendments to Articles of Incorporation or Bylaws

On April 18, 2005 Optelecom, Inc. (the Company) issued a press release announcing that it had changed its name to Optelecom-NKF, Inc.  This name change became effective upon the filing of a Certificate of Amendment of the Company’s Articles of Incorporation with the Delaware Secretary of State on April 13, 2005.  Shares of Optelecom-NKF, Inc. will continue to trade under the ticker symbol “OPTC.”

A copy of the press release relating to the foregoing is set forth as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01Exhibits

(c)Exhibits

3.1           Certificate of Amendment of the Articles of Incorporation

99.1         Company’s Press Release, dated April 18, 2005

2

SIGNATURE

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.

Dated:  April 19, 2005

OPTELECOM, INC.
By:	/s/ James Armstrong
	James Armstrong
	Chief Financial Officer

3

EX-3.1

Exhibit 3.1

State of Delaware
Secretary of State Division of Corporations Delivered 01:00 PM 04/13/2005 FILED 12:55 PM 04/13/2005 SRV 050298797 - 0796642 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

OPTELECOM, INC.

OPTELECOM, INC. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That, at a meeting of the Board of Directors of OPTELECOM, INC. held on April 12, 2005, resolutions were duly adopted authorizing an amendment of the Certificate of Incorporation of said corporation. The resolution setting forth the amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended said Article shall be and read as follows:

FIRST: The name of the corporation is OPTELECOM - NKF, INC.

SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, there being no approval of the stockholders required under the Bylaws of the corporation.

IN WITNESS WHEREOF, said OPTELECOM, INC. has caused this certificate to be signed by its Authorized Officer this 12th day of April, 2005.

By:	/s/Edmund Ludwig
Name: Edmund Ludwig
Title: President

12920 Cloverleaf Center Drive   Germantown, Maryland 20874

main: 301 444.2200   toll free: 800 293.4237   fax: 301 444.2299

email: optelecom@optelecom.com    website : www.optelecom.com

EX-99.1

Exhibit 99.1

Optelecom, Inc. Announces Name Change to Optelecom-NKF, Inc.

GERMANTOWN, MD/April 18/PRNewswire-FirstCall — Optelecom, Inc. (Nasdaq:OPTC), a global leader in the video surveillance and intelligent transportation markets, today announced that it has changed its corporate name to Optelecom-NKF, Inc. The change strengthens the Company’s corporate identity by aligning its name with its two strong brands: Optelecom and NKF Electronics.

“We combined two strong product lines and two sales units with little geographic overlap when we acquired NKF Electronics B.V. last month,” commented Edmund Ludwig, Optelecom-NKF’s president and CEO. “Our new name underscores our global market reach and reflects our commitment to support and enhance both well-known brands with superior customer service and a new product stream built from superior technology.”

Shares of Optelecom-NKF, Inc., will continue to trade under the ticker symbol “OPTC.” The change of the Company’s name will not affect, in any way, the validity of currently outstanding stock certificates, nor will it be necessary for the Company’s stockholders to surrender or exchange any stock certificates that they currently hold as a result of the name change.

About Optelecom-NKF, Inc.

Optelecom-NKF offers integrated multimedia products for communicating video, audio, and other data over both copper wire and optical network systems. Taking a client-centric approach to its business through a proactive, flexible, and value-driven philosophy, Optelecom-NKF supplies industry and governments worldwide with best-of-class solutions for highway traffic management, air traffic control, border surveillance, facilities security, and business video systems.

The Company has accumulated extensive expertise in fiber optic and IP/Ethernet network technologies. This expertise has enabled Optelecom-NKF to build a broad range of communications products ranging from fiber optic video modems and multiplexers to complete Video-over-IP network solutions. All its products are designed and tested for Local, Metropolitan, and Wide Area Network (LAN, MAN, and WAN) applications, especially those characterized by harsh environmental conditions and by large distances between the individual

transmission locations. You can learn more about Optelecom-NKF at www.optelecom-nkf.com.

Forward-Looking Statements

The statements contained in this release, which are not historical facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include, among others: the ability of Optelecom to integrate operations with NKF; the ability of the Company to develop and market products and communication solutions for the video surveillance, transportation, and business video markets; lack of reliable vendors, service providers, and outside products; unforeseen changes in competing technologies and products; worldwide economic variances; poor or delayed research and development results; and disparities between forecast and realized sales results. Other important factors that could cause actual results to differ materially are included but are not limited to those listed in Optelecom-NKF’s periodic reports and registration statements filed with the Securities and Exchange Commission. Optelecom-NKF does not assume any obligation to update information concerning its expectations.

CONTACT: Mr. Rick Alpert of Optelecom-NKF Inc., +1-301-948-7872.

Source: Optelecom-NKF, Inc.