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): December 10, 2007

Federal Signal Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-6003
(Commission
File Number) 36-1063330
(I.R.S. Employer
Identification No.)

1415 West 22^nd Street
Oak Brook, Illinois 60523
(Address of principal executive office)(Zip Code)

(630) 954-2000
(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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (b) On December 11, 2007, Robert D. Welding, Chief Executive Officer, President and director of Federal Signal Corporation (the “Registrant”), resigned as Chief Executive Officer, President and director of the Registrant, effective immediately. Mr. Welding will remain as an employee of the Registrant through January 1, 2008, at which time he will retire.

     (c) On December 11, 2007, the Board of Directors of the Registrant appointed James E. Goodwin, 63, as the interim Chief Executive Officer and President of the Registrant, effective immediately. At the time of his appointment as interim Chief Executive Officer and President, Mr. Goodwin was an independent business consultant for in excess of five years. Mr. Goodwin served as Chairman and Chief Executive Officer of United Airlines from March 1998 through October 2001 and in other executive officer positions with United Airlines prior thereto.

Mr. Goodwin has been a director of the Registrant since 2005 and will continue to serve on the Registrant’s Board. He also serves on the board of directors of AAR Corp., a manufacturer of products for the aviation/aerospace industry and First Chicago Bank & Trust. Mr Goodwin has no familial relationships with any of the Registrant’s directors or executive officers and has no business relationships with the Registrant that are required to be disclosed under Item 404(a) of Regulation S-K.

The Board of Directors of the Registrant has set Mr. Goodwin’s annual base salary at $700,000 and has assigned him with a target annual incentive bonus opportunity equal to 95% of his annual base salary. Mr. Goodwin will not be eligible for any annual incentive bonus in 2007 and, due to his interim status, Mr. Goodwin will not be required to be employed during the entire 2008 calendar year in order to be eligible for payment of his 2008 annual incentive bonus. If Mr. Goodwin’s employment with the Registrant is for less than the entire year during 2008, Mr. Goodwin’s bonus, as and when earned, will be prorated based upon a percentage computed by dividing the number of days during 2008 that Mr. Goodwin was employed as interim Chief Executive Officer and President by 365.

Mr. Goodwin has also been granted options to purchase 50,000 shares of the Registrant’s common stock with an exercise price of $11.84, the closing price of the Registrant’s common stock as reported by the New York Stock Exchange on December 11, 2007, the date of grant, and 20,000 restricted shares of the Registrant’s common stock. These options will become fully exercisable and the restricted shares will fully vest on Mr. Goodwin’s last day as interim Chief Executive Officer and President.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     (a) Effective December 10, 2007, the Board of Directors amended the Bylaws of the Registrant to add a new Section 2.9. The new Bylaws provision requires that at the annual meeting of stockholders, only such business as has been brought before the meeting by: (i) the board of directors, or (ii) by a stockholder who is entitled to vote at the meeting and who has

complied with the procedures set forth in this Bylaws provision, will be conducted at the annual meeting of stockholders. The procedures required by this Bylaws provision are that the stockholder give notice of the business proposed to be conducted at the annual meeting not later than the close of business on the 60^th day and not earlier than the close of business on the 90^th day, prior to the anniversary date of the annual meeting of stockholders in the immediately preceding year. The notice must in writing, in the proper form, and received by the Registrant at its principal executive offices within the prescribed time period. The notice in order to be in the proper form must also set forth: (w) a brief description of the business proposed to be conducted and the reasons for conducting this business at the annual meeting, (x) the name and address of the stockholder and the beneficial owner, if any, proposing to conduct the business, (y) the class and number of shares of the Registrant beneficially owned by the record owner and beneficial owner, and (z) any material interest that the stockholder or beneficial owner has in the business proposed to be conducted. Any stockholder-proposed business that does not meet the requirements of this Bylaws provision will not be transacted at the annual meeting.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

     3.1 Text of new Section 2.9 to the Registrant’s Bylaws as included in the Bylaws by amendment dated December 10, 2007

     99.1 Press Release, dated December 12, 2007, announcing the resignation of Robert D. Welding as Chief Executive Officer, President and director of the Registrant and the appointment of James E. Goodwin as interim Chief Executive Officer and President of the Registrant

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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 thereunto duly authorized.

	FEDERAL SIGNAL CORPORATION
Dated: December 14, 2007	By:	/s/ Paul Brown
		Paul Brown
		Vice President and Controller

EX-3.1

Exhibit 3.1

     Section 2.9 Procedures for Submission of Stockholder Proposals at the Annual Meeting. At the annual meeting of the stockholders of the Corporation, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board; or (b) by any stockholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the procedures set forth in this Section 2.9. For business to be properly brought before the annual meeting by a stockholder, the stockholder must give timely notice thereof in proper written form to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the [60^th] day nor earlier than the close of business on the [90^th] day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the [90^th] day prior to such annual meeting and not later than the close of business on the later of the [60^th] day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment of the annual meeting commence a new time period for the giving of stockholder notice as described above. For purposes of this Section 2.9, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, the Associated Press, Reuters or a comparable national or international new service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. To be in proper written form, a stockholder notice shall set forth in writing as to each matter the stockholder proposes to bring before the meeting: (w) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (x) the name and address, as they appear on the Corporation’s book, of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is being made; (y) the class and number of shares of the Corporation which are owned beneficially and of record by the stockholder and the beneficial owner; and (z) any material interest of the stockholder or the beneficial owner in such business. In the event that a stockholder seeks to propose business at the annual meeting, the Secretary shall appoint two inspectors who are not affiliated with the Corporation to determine if the stockholder has complied with this Section 2.9. If the inspectors determine that a stockholder has not complied with this Section 2.9, the inspectors shall direct the chairman of the meeting to declare to the meeting that the business was not properly brought before the meeting and that any such business shall not be transacted at the meeting. Notwithstanding the foregoing provisions of this Section 2.9, a stockholder shall also comply with all the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.9. Nothing in this Section 2.9 shall be deemed to affect any rights of any stockholder to request inclusion of a proposal or proposals in the Corporation’s proxy statement pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Federal Signal announces retirement of president and CEO
James E. Goodwin appointed as interim president and CEO

Oak Brook, Ill., December 12, 2007 — The Board of Directors of Federal Signal Corporation (NYSE: FSS) said today that Robert D. Welding, 59, will retire from the Company on January 1, 2008. He has resigned from his position as president and chief executive officer. The Board has appointed James E. Goodwin, 63, as interim president and chief executive officer, while the Company conducts a search for a replacement. Goodwin has served as a board member of Federal Signal for two years, and was formerly the chairman and chief executive officer of United Airlines.

“We appreciate Bob Welding’s efforts in repositioning Federal Signal’s business lines, and we thank him for his contributions,” said James C. Janning, chairman of the Board of Federal Signal Corporation. “We are fortunate in Jim Goodwin to have a proven leader with broad management experience. He had a long career with United Airlines, capped with his tenure as chairman and CEO until his retirement in 2001. Jim has been an active member of our board since 2005, and in that time he has come to know the Company, its management team and its businesses.”

“I’ve been very impressed with the talented and motivated employees I’ve met during my time on the Board and by the Company’s outstanding products,” said Jim Goodwin. “I’m excited to have the opportunity to serve as the leader of this dynamic company with its 106-year-long tradition of market leadership. I will immediately begin working with the Board and employees to prioritize initiatives and strengthen and grow Federal Signal.”

The Federal Signal Board has formed a search committee, comprising a group of directors, to begin the search for a new CEO.

About Federal Signal

Federal Signal Corporation (NYSE: FSS) is a leader in advancing security and well-being for communities and workplaces around the world. The Company designs and manufactures a suite of products and integrated solutions for municipal, governmental, industrial and airport customers. Federal Signal’s portfolio of trusted, high-priority products include Bronto aerial devices, Elgin and Ravo street sweepers, E-ONE fire apparatus, Federal Signal safety and security systems, Guzzler industrial vacuums, Jetstream waterblasters and Vactor sewer cleaners. In addition, the company operates consumable industrial tooling businesses. Federal Signal was founded in 1901 and is based in Oak Brook, Illinois. http://www.federalsignal.com

This release contains various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in the release that are not historical are forward-

looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include, but are not limited to: economic conditions in various regions, product and price competition, supplier and raw material prices, foreign currency exchange rate changes, interest rate changes, increased legal expenses and litigation results; legal and regulatory developments, such as the FIRE Act grant program, and other risks and uncertainties described in filings with the Securities and Exchange Commission.

COMPANY CONTACT: David Janek, +1.630.954.2000, djanek@federalsignal.com

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